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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )(1/)
FIRST COMMERCE CORPORATION
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(Name of Issuer)
COMMON STOCK, $5.00 PAR VALUE
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(Title of Class of Securities)
319779 10 4
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(CUSIP Number)
Steven Alan Bennett, Esq.
Senior Vice President and General Counsel
BANC ONE CORPORATION
P.O. Box 710158
Columbus, Ohio 43271-0158
(614) 248-5304
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
OCTOBER 20, 1997
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(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
(Continued on following pages)
(Page 1 of 13 Pages)
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(1/) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
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SCHEDULE 13D
CUSIP NO. 319779 10 4 PAGE 2 OF 13 PAGES
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
BANC ONE CORPORATION
IRS Identification No. 31-0738296
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC, OO (See Item 3)
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio
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7 SOLE VOTING POWER
9,689,000 (See Item 5)
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8 SHARED VOTING POWER
NUMBER OF SHARES 0 (See Item 5)
BENEFICIALLY ----------------------------------------------------
OWNED BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING PERSON
WITH 9,689,000 (See Item 5)
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10 SHARED DISPOSITIVE POWER
0 (See Item 5)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,689,000 (See Item 5)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/X/ (See Item 5)
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.9% (See Item 5)
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER
This Statement on Schedule 13D (this "Statement") relates to the common
stock, $5.00 par value ("FCC Common"), of First Commerce Corporation, a bank
holding company incorporated under the laws of the State of Louisiana (the
"Company"). The principal executive offices of the Company are located at 201
St. Charles Avenue, New Orleans, Louisiana 70170.
ITEM 2. IDENTITY AND BACKGROUND
(a) - (c), (f) This Statement is being filed by BANC ONE CORPORATION, an
Ohio corporation ("BANC ONE"). BANC ONE is a multi-bank holding company that at
June 30, 1997 operated banking offices in Arizona, Colorado, Illinois, Indiana,
Kentucky, Louisiana, Ohio, Oklahoma, Texas, Utah, West Virginia and Wisconsin.
BANC ONE also owns nonbank subsidiaries that engage in credit card and merchant
processing, consumer and education finance, mortgage banking, insurance, venture
capital, investment and merchant banking, trust, brokerage, investment
management, equipment leasing and data processing. BANC ONE's principal business
and principal executive offices are located at 100 East Broad Street, Columbus,
Ohio 43271.
The names of the directors and executive officers of BANC ONE and their
respective business addresses or residences, citizenship and present principal
occupations or employment, as well as the names, principal businesses and
addresses of any corporations or other organizations in which such employment is
conducted, are set forth on Schedule I hereto, which Schedule I is incorporated
herein by reference.
Other than the directors and executive officers, there are no persons or
corporations controlling or ultimately in control of BANC ONE.
(d), (e) During the last five years, neither BANC ONE nor, to its
knowledge, any of the persons listed in Schedule I hereto has (i) been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors)
or (ii) been a party to any civil proceeding of a judicial or administrative
body of competent jurisdiction as a result of which proceeding such person was
or is subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
As more fully described in Item 4 hereof, the Company has granted to BANC
ONE an option pursuant to which BANC ONE has the right, upon the occurrence of
certain events (none of which has yet occurred) to purchase up to 9,689,000
shares of FCC Common at a per share price equal to $64.00. If such option were
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exercisable and BANC ONE were to exercise such option in full on the date
hereof, the funds required to purchase the shares of FCC Common issuable upon
such exercise would be $620,096,000. It is currently anticipated that such funds
would be provided from BANC ONE's working capital or by borrowings from other
sources yet to be determined.
ITEM 4. PURPOSE OF TRANSACTION
(a) - (j) The Merger Agreement. The Company, BANC ONE and Delta Acquisition
Corporation, a wholly owned subsidiary of BANC ONE ("Delta"), have entered into
an Agreement and Plan of Merger dated as of October 20, 1997 (the "Merger
Agreement") pursuant to which Delta will, subject to the conditions and upon the
terms stated therein, merge with and into the Company (the "Merger"). The
Company will be the surviving corporation in the Merger. Except to the extent
otherwise provided in the Merger Agreement, the certificate of incorporation and
by-laws of the Company in effect as of the effective time of the Merger (the
"Effective Time") shall be the certificate of incorporation and by-laws of the
surviving corporation.
In the Merger, each of the issued and outstanding shares of FCC Common will
be converted into 1.28 shares of BANC ONE common stock (subject to adjustments
in certain circumstances). Any shares of FCC Common held as treasury stock
immediately prior to the Effective Time will be canceled and will not be
exchanged for shares of BANC ONE common stock. Following the Merger, the shares
of FCC Common previously issued by the Company will (i) cease to be authorized
to be quoted in the Nasdaq National Market and (ii) become eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
The Merger Agreement provides that, beginning with the fourth quarter of
1997 and for each succeeding calendar quarter thereafter prior to the calendar
quarter in which the Effective Time shall occur, the Company will not (i)
declare or pay any dividends or make any distributions on shares of FCC Common,
except cash dividends of $0.40 per share per quarter and (ii) unless otherwise
permitted by the Merger Agreement, declare or pay any dividends or make any
distributions in any amount on FCC Common in the quarter in which the Effective
Time shall occur and for which quarter the shareholders of FCC Common are
entitled to receive regular quarterly dividends on the shares of BANC ONE common
stock into which the shares of FCC Common have been converted.
The Merger is subject to, among other things, the approval of the Merger by
the shareholders of the Company and the receipt of all necessary regulatory
approvals.
The Option Agreement. Concurrently with and as a condition to BANC ONE's
execution and delivery of the Merger Agreement, the Company and BANC ONE entered
into an Option Agreement dated as of October 20, 1997 (the "Option Agreement")
pursuant to which BANC ONE was granted an irrevocable option (the "Option") to
purchase up to 9,689,000 shares of FCC Common at a price equal to $64.00 per
share. The type and number of shares of FCC Common issuable pursuant to the
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Option, and the exercise price per share, are subject to adjustment in certain
circumstances.
The Option expires (such event being referred to as the "Option Termination
Event") if not exercised as permitted under the Option Agreement prior to the
earlier of (i) the Effective Time, (ii) BANC ONE or the Company receiving
written notice from the Board of Governors of the Federal Reserve System (the
"Board") or its staff to the effect that the exercise of the Option pursuant to
the terms of the Option Agreement is not consistent with Section 3 of the Bank
Holding Company Act of 1956, as amended, (iii) termination of the Merger
Agreement by BANC ONE in accordance with its provisions if such termination
occurs(A) prior to the occurrence of an Initial Triggering Event (as defined
below) or (B) following the occurrence of an Initial Triggering Event if, at the
time of such termination by BANC ONE, the Company was entitled to terminate the
Merger Agreement in accordance with the provisions thereof, (iv) the first
business day after the 548th calendar day following termination of the Merger
Agreement by BANC ONE in accordance with its provisions, if such termination
follows the occurrence of an Initial Triggering Event, provided that the Option
shall in all events expire not later than 24 months after such Initial
Triggering Event, (v) termination of the Merger Agreement by the Company in
accordance with the terms thereof or (vi) termination of the Merger Agreement by
the mutual consent of the parties. If, in the case of (iv), the Option is
otherwise exercisable but cannot be exercised on such day solely because of any
injunction, order or similar restraint issued by a court of competent
jurisdiction, the Option shall expire on the 20th business day after such
injunction, order or restraint shall have been dissolved or when such
injunction, order or restraint shall have become permanent and no longer subject
to appeal, as the case may be.
Provided that (i) no preliminary or permanent injunction or other order
issued by any federal or state court of competent jurisdiction in the United
States prohibiting the exercise of the Option or the delivery of the shares of
FCC Common subject to the Option shall be in effect, (ii) any such exercise
shall otherwise be subject to compliance with applicable law and (iii) BANC ONE
is not then in material breach of the Merger Agreement, BANC ONE may exercise
the Option in whole or in part at any time or from time to time after the
occurrence of both (and not merely one of) an Initial Triggering Event and a
Purchase Event (as defined below) if, but only if, both the Initial Triggering
Event and the Purchase Event shall have occurred prior to the occurrence of an
Option Termination Event. If BANC ONE wishes to exercise the Option, written
notice of such exercise shall be given to the Company within 30 days following
such Purchase Event specifying the number of shares of FCC Common BANC ONE will
purchase pursuant to such exercise and a place and date for the closing of the
purchase which date shall be within 45 days following the receipt of the last of
any required regulatory approvals, but in any event within 365 days of the
Purchase Event, subject to reasonable extensions in order for BANC ONE to obtain
required regulatory approvals.
For purposes of the Option Agreement, an "Initial Triggering Event" shall
have occurred at such time as one of the following events shall have occurred
and BANC ONE shall have promptly determined in good faith (and shall have
promptly notified the Company in writing of such determination) that there is a
reasonable
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likelihood that, as a result of the occurrence of any of the following events,
consummation of the Merger pursuant to the terms of the Merger Agreement is
jeopardized: (i) any person (other than BANC ONE or any BANC ONE subsidiary or
affiliate) shall have commenced a bona fide offer to purchase shares of FCC
Common such that upon consummation of said offer such person would own or
control 10% or more of the outstanding shares of FCC Common or shall have
entered into an agreement with the Company, or shall have filed an application
or notice with the Board or any other federal or state regulatory agency for
clearance or approval to (A) merge or consolidate or enter into any similar
transaction with the Company, (B) purchase, lease or otherwise acquire all or
substantially all of the assets of the Company or (C) purchase or otherwise
acquire (including by way of merger, consolidation, share exchange or any
similar transaction) securities representing 10% or more of the voting power of
the Company; (ii) any person (other than BANC ONE, any BANC ONE subsidiary or
affiliate, any subsidiary of the Company in a fiduciary capacity) or any current
shareholder of the Company which has beneficial ownership of 10% or more of the
outstanding shares of FCC Common (a "Current 10% Shareholder") shall have
acquired beneficial ownership or the right to acquire beneficial ownership of
10% or more of the outstanding shares of FCC Common or, in the case of a Current
10% Shareholder, said Current 10% Shareholder shall have acquired beneficial
ownership or the right to acquire beneficial ownership of 10% or more of the
outstanding shares of FCC Common in addition to those beneficially owned as of
October 20, 1997; (iii) any person (other than BANC ONE or any BANC ONE
subsidiary or affiliate) shall have made a bona fide proposal to the Company
after the date of the Merger Agreement by public announcement or written
communication that is the subject of public disclosure or regulatory report or
filing to (A) acquire the Company by merger, consolidation, purchase of all or
substantially all of its assets or any other similar transaction, or (B) make an
offer described in clause (i) above; (iv) any person shall have solicited
proxies in a proxy solicitation subject to Regulation 14A under the Exchange Act
in opposition to approval of the Merger Agreement by the Company's shareholders;
or (v) the Company shall have willfully breached any provision of the Merger
Agreement which breach would entitle BANC ONE to terminate the Merger Agreement,
such breach shall not have been cured pursuant to the terms of the Merger
Agreement and the Company shall not itself be entitled to terminate the Merger
Agreement by reason of a breach thereof by BANC ONE.
For purposes of the Option Agreement, a "Purchase Event" shall have
occurred at such time as (i) any person (other than BANC ONE or any BANC ONE
subsidiary or affiliate) acquires beneficial ownership of 50% or more of the
then-outstanding shares of FCC Common or (ii) the Company enters into an
agreement with another person (other than BANC ONE or any BANC ONE subsidiary)
pursuant to which such person is entitled to acquire 50% or more of the
then-outstanding shares of FCC Common.
Copies of the Merger Agreement and the Option Agreement are filed as
exhibits to the Current Report on Form 8-K of BANC ONE filed October 29, 1997
and are incorporated herein by reference. The foregoing summary of such
documents is not intended to be complete and is qualified in its entirety by
reference to the Merger Agreement and the Option Agreement.
Except as set forth herein, BANC ONE has no current plans or proposals with
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respect to the Company that relate to or would result in any of the actions
specified in clauses (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a), (b) BANC ONE may be deemed to be the beneficial owner of the 9,689,000
shares of FCC Common issuable upon exercise of the Option. As provided in the
Option Agreement, BANC ONE may exercise the Option only upon the happening of
one or more events, none of which has occurred. See Item 4 hereof. Since the
Option is not currently exercisable, BANC ONE expressly disclaims beneficial
ownership of any of such shares of FCC Common. If the Option were currently
exercisable and exercised in full, the shares of FCC Common issuable upon
exercise of the Option would represent approximately 19.9% of the total number
of outstanding shares of FCC Common (after giving effect to the issuance of such
shares).1 BANC ONE has no right to vote or dispose of the shares of FCC Common
issuable upon exercise of the Option unless and until such time as the Option is
exercised. If BANC ONE were to exercise the Option, it would have sole power to
vote and to dispose of the shares of FCC Common issued as a result of such
exercise.
As of October 27, 1997, subsidiaries of BANC ONE, in the ordinary course of
their trust and investment management business, held 47,317 shares of FCC Common
in trust accounts, managed accounts or under similar arrangements on behalf of
third parties (collectively, "Trust Accounts"), constituting less than 0.1% of
the shares of FCC Common that would be issued and outstanding if the Option had
been exercised in full as of October 27, 1997. BANC ONE has sole voting power
with respect to 20,191 shares of FCC Common held in Trust Accounts, shared
voting power with respect to 135 shares of FCC Common held in Trust Accounts,
sole dispositive power with respect to 8,075 shares of FCC Common held in Trust
Accounts and shared dispositive power with respect to 1,091 shares of FCC Common
held in Trust Accounts. Such shares are not included in the shares of FCC Common
covered by this Statement. BANC ONE disclaims beneficial ownership of such
shares.
Except as set forth above, neither BANC ONE nor, to its knowledge, any of
the persons listed on Schedule I hereto beneficially owns any shares of FCC
Common.
(c) Except for the issuance of the Option, neither BANC ONE nor, to its
knowledge, any of the persons listed on Schedule I hereto has effected any
transaction in shares of FCC Common for such person's own account during the
past 60 days. In the ordinary course of their trust and investment management
business, subsidiaries of BANC ONE may have effected transactions in shares of
FCC Common during the past 60 days on behalf of Trust Accounts.
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1 Based upon the 39,008,334 shares of FCC Common represented by the Company
in the Merger Agreement to be issued and outstanding as of October 20,
1997.
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(d) No other person has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the shares of FCC
Common issuable upon exercise of the Option. The beneficiaries of Trust Accounts
have the right to receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of, shares of FCC Common held in such Trust
Accounts.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Except as set forth in response to Items 3, 4 and 5 hereof, neither BANC
ONE nor, to its knowledge, any of the persons listed on Schedule I hereto has
any contracts, arrangements, understandings or relationships (legal or
otherwise) with any person with respect to any securities of the Company,
including, but not limited to, transfer or voting any of the securities,
finder's fees, joint ventures, loan or option arrangements, put or calls,
guarantees of profits, division of profits or loss, or the giving or withholding
of proxies.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS
1. Agreement and Plan of Merger dated as of October 20, 1997 between First
Commerce Corporation, Delta Acquisition Corporation and BANC ONE
CORPORATION (incorporated by reference to Exhibit 99.2 to the BANC ONE
CORPORATION Current Report on Form 8-K filed October 29, 1997 (File No. 1-
8552).
2. Option Agreement dated as of October 20, 1997 between First Commerce
Corporation and BANC ONE CORPORATION (incorporated by reference to Exhibit
99.3 to the BANC ONE CORPORATION Current Report on Form 8-K filed October
29, 1997 (File No. 1-8552).
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Statement is true, complete and correct.
BANC ONE CORPORATION
Dated: October 30, 1997 By: /s/ Steven Alan Bennett
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Steven Alan Bennett
Senior Vice President and
General Counsel
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SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF
BANC ONE CORPORATION
The names, business addresses and present principal occupations of the
directors and executive officers of BANC ONE CORPORATION ("BANC ONE") are set
forth below. If no business address is given, the director's or executive
officer's business address is 100 East Broad Street, Columbus, Ohio 43271. The
business address of each BANC ONE director is also the business address of such
director's employer, if any. Unless otherwise indicated, all directors and
executive officers listed below are citizens of the United States.
I. Directors
<TABLE>
<CAPTION>
Present Principal Occupation
Name or Employment and Address
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<S> <C>
Bennett Dorrance Chairman and Managing Director
DMB Associates, Inc.
(real estate investment and development)
4201 North 24th Street, Suite 120
Phoenix, Arizona 85016
Charles E. Exley, Jr. Corporate director
2350 Kettering Tower
Dayton, Ohio 45423
E. Gordon Gee President
The Ohio State University
205 Bricker Hall
190 North Oval Mall
Columbus, Ohio 43210
John R. Hall Retired Chairman and Chief Executive Officer
Ashland Inc.
(oil refiner, manufacturer and
distributor of chemicals)
1000 Ashland Drive
Russell, Kentucky 41169
Laban P. Jackson, Jr. Chairman and Chief Executive Officer
Clear Creek Properties, Inc.
(real estate development)
651 Perimeter Drive
Suite 310
Lexington, Kentucky 40517
</TABLE>
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<TABLE>
<CAPTION>
<S> <C>
John W. Kessler Chairman
The New Albany Company
(real estate development)
5076 Whytehouse Lane
New Albany, Ohio 43054
Richard J. Lehmann President and Chief Operating Officer
BANC ONE CORPORATION
John B. McCoy Chairman and Chief Executive Officer
BANC ONE CORPORATION
John G. McCoy Chairman of the Executive Committee
BANC ONE CORPORATION
Thekla R. Shackelford Education consultant
6020 Havens Road
Gahanna, Ohio 43230
Alex Shumate Office Managing Partner
Squire, Sanders & Dempsey
(attorneys-at-law)
41 South High Street, Suite 1300
Columbus, Ohio 43215
Frederick P. Stratton, Jr. Chairman and Chief Executive Officer
Briggs & Stratton Corporation
(manufacturer of air cooled gasoline engines
for outdoor power equipment)
12301 West Wirth Street
Wauwatosa, Wisconsin 53222
John C. Tolleson Former Chairman and Chief Executive Officer
of First USA, Inc.
1601 Elm Street
47th Floor
Dallas, Texas 75201
Robert D. Walter Chairman and Chief Executive Officer
Cardinal Health, Inc.
(wholesale distributor of pharmaceuticals and
related health care products)
5555 Glendon Court
Dublin, Ohio 43016
</TABLE>
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II. Executive Officers
<TABLE>
<CAPTION>
Present Principal Occupation
Name or Employment and Address
---- -------------------------
<S> <C>
Peter W. Atwater Treasurer
BANC ONE CORPORATION
Steven A. Bennett Senior Vice President, General Counsel and
Secretary
BANC ONE CORPORATION
William P. Boardman Senior Executive Vice President
BANC ONE CORPORATION
A. William Crowley, Jr. Senior Vice President and Chief Credit Officer
BANC ONE CORPORATION
Bobby L. Doxey Senior Vice President and Controller
BANC ONE CORPORATION
Thomas E. Hoaglin Chairman and Chief Executive Officer
Banc One Services Corporation
David J. Kundert Chairman and Chief Executive Officer
Banc One Investment Management
and Trust Group
774 Park Meadow Road
Westerville, Ohio 43271-0211
Richard J. Lehmann President and Chief Operating Officer
BANC ONE CORPORATION
William C. Leiter Senior Vice President
BANC ONE CORPORATION
</TABLE>
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<TABLE>
<CAPTION>
<S> <C>
Richard D. Lodge Senior Vice President
BANC ONE CORPORATION
John B. McCoy Chairman and Chief Executive Officer
BANC ONE CORPORATION
Michael J. McMennamin Executive Vice President and
Chief Financial Officer
BANC ONE CORPORATION
Ronald G. Steinhart Chairman and Chief Executive Officer
Banc One National Commercial Banking Group
1717 Main Street
Dallas, Texas 75201
Kenneth T. Stevens Chairman and Chief Executive Officer
Banc One Retail Group
Richard W. Vague Chairman and Chief Executive Officer
First USA Bank
201 North Walnut Street
Wilmington, Delaware 19801
Donald A. Winkler Chairman and Chief Executive Officer
Finance One Corporation
</TABLE>
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