As filed with the Securities and Exchange Commission on December 22, 1994.
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
__________
FIRST COMMERCE CORPORATION
(Exact name of Registrant as specified in its charter)
Louisiana 72-0701203
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification Number)
210 Baronne Street
New Orleans, Louisiana 70112
(Address, including zip code, of
Registrant's principal executive offices)
First Commerce Corporation Tax-Deferred Savings Plan
(Full title of the Plan)
__________
Thomas C. Jaeger
Chief Financial Officer
First Commerce Corporation
210 Baronne Street
New Orleans, Louisiana 70112
(504) 561-1371
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Margaret F. Murphy
Jones, Walker, Waechter, Poitevent, Carrere & Denegre, L.L.P.
201 St. Charles Avenue
New Orleans, Louisiana 70170-5100
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Amount Proposed Masimum Proposed Maximum Amount of
Title of Securities to be Offering Price Aggregate Registration
to be Registered Registered<FN1> Per Share<FN2> Offering Price<FN2> Fee
____________________________________________________________________________________________________
<S> <C> <C> <C> <C>
Common Stock 750,000 shares $ 22.00 $16,500,000 $ 5,689.66
($5.00 par value per share)
Participation interests in
the Plan $ 0
====================================================================================================
</TABLE>
<FN1> A total of 468,750 shares were previously registered on Form S-8
Registration Statement No. 33-925 for issuance through the First
Commerce Corporation Tax-Deferred Savings Plan. Upon a stock split,
stock dividend or similar transaction in the future and during the
effectiveness of this Registration Statement involving Common Stock of
the Company, the number of shares registered shall be automatically
increased to cover the additional shares in accordance with Rule
416(a) under the Securities Act of 1933.
<FN2> Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (h) under the Securities Act of 1933,
based on the average of the high and low price per share of the Common
Stock on the Nasdaq Stock Market on December 19, 1994.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed
by First Commerce Corporation (the "Company") with
the Securities and Exchange Commission (the
"Commission"), are incorporated herein by
reference:
(a) The Company's Annual Report on Form 10-K
for the year ended December 31, 1993 filed pursuant
to Section 13 of the Securities Exchange Act of
1934.
(b) The Company's Quarterly Report on Form 10-Q
for the quarters ended March 31, 1994, June 30,
1994 and September 30, 1994 filed pursuant to
Section 13 of the Securities Exchange Act of 1934.
(c) The Plan's Annual Report on Form 11-K for
the year ended December 31, 1993 filed pursuant to
Section 15(d) of the Securities Exchange Act of
1934.
(d) The description of the Common Stock set
forth in Item 1 of the Company's Applications for
Registration on Form 8-A filed on November 9, 1972
and December 22, 1976, as amended by a report on
Form 8 filed on June 19, 1989 and by a report on
Form 8-A filed on August 12, 1993.
All reports filed by the Company or the Plan
with the Commission pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act
of 1934 subsequent to the date of this Registration
Statement and prior to the filing of a post-
effective amendment which indicates that all
securities offered have been sold or which
deregisters all securities then remaining unsold
shall, except to the extent otherwise provided by
Regulation S-K or any other rule promulgated by the
Commission, be deemed to be incorporated by
reference in this Registration Statement and to be
part hereof from the date of filing of such
documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 83 of the Louisiana Business
Corporation Law provides in part that a corporation
may indemnify any director, officer, employee or
agent of the corporation against expenses
(including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably
incurred by him in connection with any action, suit
or proceeding to which he is or was a party or is
threatened to be made a party (including any action
by or in the right of the corporation) if such
action arises out of the fact that he is or was a
director, officer, employee or agent of the
corporation and he acted in good faith and in a
manner he reasonably believed to be in, or not
opposed to, the best interests of the corporation,
and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his
conduct was unlawful.
The indemnification provisions of the Louisiana
Business Corporation Law are not exclusive;
however, no corporation may indemnify any person
for willful or intentional misconduct. A
corporation has the power to obtain and maintain
insurance, or to create a form of self-insurance on
behalf of any person who is or was acting for the
corporation, regardless of whether the corporation
has the legal authority to indemnify the insured
person against such liability.
Section 11 of FCC's by-laws (the
"Indemnification By-Law") provides for mandatory
indemnification for directors and officers or
former directors and officers of FCC to the full
extent permitted by Louisiana law. The right to
indemnification provided by the Indemnification By-
law applies to all covered claims, whether such
claims arose before or after the date the
Indemnification By-law was adopted.
As permitted by FCC's Articles of
Incorporation, FCC has entered into contracts with
its directors and officers providing for
indemnification to the fullest extent permitted by
law ("Indemnification Contracts"). The rights of
the directors and officers under the
Indemnification Contracts substantially mirror
those granted under the Indemnification By-law.
FCC maintains an insurance policy covering the
liability of its directors and officers for actions
taken in their official capacity.
The Indemnification Contracts provide that, to
the extent insurance is reasonably available, FCC
will maintain comparable insurance coverage for
each contracting party as long as he or she serves
as an officer or director and thereafter for so
long as he or she is subject to possible personal
liability for actions taken in such capacities.
The Indemnification Contracts also provide that if
FCC does not maintain comparable insurance, it will
hold harmless and indemnify a contracting party to
the full extent of the coverage that would
otherwise have been provided for his benefit.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 Amended and Restated Articles of
Incorporation of First Commerce Corporation
(incorporated by reference to Exhibit 3.1
of First Commerce Corporation's Annual
Report on Form 10-K for the year ended
December 31, 1993).
4.2 Amended By-laws of First Commerce
Corporation (incorporated by reference to
Exhibit 3.2 of First Commerce Corporation's
Annual Report on Form 10-K for the year
ended December 31, 1993).
4.3 Indenture between First Commerce
Corporation and RepublicBank Dallas, N.A.,
Trustee, including the form of 12-3/4%
convertible debentures due 2000, Series A
(incorporated by reference to First
Commerce Corporation's Annual Report on
Form 10-K for the year ended December 31,
1985).
4.4 Indenture between First Commerce
Corporation and RepublicBank Dallas, N.A.,
Trustee, including the form of 12-3/4%
convertible debentures due 2000, Series B
(incorporated by reference to Exhibit 4.2
of First Commerce Corporation's Annual
Report on Form 10-K for the year ended
December 31, 1986).
5 Opinion of Jones, Walker, Waechter,
Poitevent, Carrere & Denegre, L.L.P.
15 Letter from Arthur Andersen LLP, regarding
unaudited interim financial information.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Jones, Walker, Waechter,
Poitevent, Carrere & Denegre, L.L.P.
(included in Exhibit 5).
24 Powers of Attorney of directors of First
Commerce Corporation contained on page S-1
of the registration statement.
__________
Item 9. Undertakings.
(a) 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 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.
(b) The undersigned registrant hereby
undertakes that, for purposes of determining any
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 (and, where applicable, each
filing of an employee benefit plan's annual report
pursuant to 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.
(c) 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, 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
proceedings) 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 of
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.
EXHIBIT INDEX
Exhibit
Number Description
4.1 Amended and Restated Articles of Incorporation of
First Commerce Corporation (incorporated by
reference to Exhibit 3.1 of First Commerce
Corporation's Annual Report on Form 10-K for the
year ended December 31, 1993).
4.2 Amended By-laws of First Commerce Corporation
(incorporated by reference to Exhibit 3.2 of First
Commerce Corporation's Annual Report on Form 10-K
for the year ended December 31, 1993).
4.3 Indenture between First Commerce Corporation and
RepublicBank Dallas, N.A., Trustee, including the
form of 12-3/4% convertible debentures due 2000,
Series A (incorporated by reference to First
Commerce Corporation's Annual Report on Form 10-K
for the year ended December 31, 1985).
4.4 Indenture between First Commerce Corporation and
RepublicBank Dallas, N.A., Trustee, including the
form of 12-3/4% convertible debentures due 2000,
Series B (incorporated by reference to Exhibit 4.2
of First Commerce Corporation's Annual Report on
Form 10-K for the year ended December 31, 1986).
5 Opinion of Jones, Walker, Waechter, Poitevent,
Carrere & Denegre, L.L.P.
15 Letter from Arthur Andersen LLP, regarding
unaudited interim financial information.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Jones, Walker, Waechter, Poitevent,
Carrere & Denegre, L.L.P. (included in Exhibit 5).
24 Powers of Attorney of directors of First Commerce
Corporation contained on page S-1 of the
registration statement.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New Orleans, State of Louisiana, on
December 19, 1994.
FIRST COMMERCE CORPORATION
By: /s/Ian Arnof
Ian Arnof,
President, Chief Executive
Officer and Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Ian Arnof and Thomas L. Callicutt, Jr. or
either of them, his true and lawful attorney-in-fact and agent, with full
power of substitution, for him and in his name, place and stead, in any and
all capacities, to sign any and all amendments (including post-effective
amendments) to this 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 said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and ratifying and confirming all that said attorney-in-fact and
agent or his substitute or substitutes may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/Ian Arnof President, Chief Executive December 19, 1994
Ian Arnof Officer and Director
/s/Hermann Moyse, Jr. Chairman of the Board December 19, 1994
Hermann Moyse, Jr. and Director
/s/Thomas C. Jaeger Executive Vice President December 19, 1994
Thomas C. Jaeger and Chief Financial Officer
/s/Thomas L. Callicutt, Jr. Senior Vice President and December 19, 1994
Thomas L. Callicutt, Jr. Controller (Principal
Accounting Officer)
Director ___________, 1994
James J. Bailey III
/s/John W. Barton Director December 19, 1994
John W. Barton
/s/Sydney J. Besthoff III Director December 19, 1994
Sydney J. Besthoff III
/s/Robert H. Bolton Director December 19, 1994
Robert H. Bolton
/s/Frances B. Davis Director December 19, 1994
Frances B. Davis
/s/Laurance Eustis, Jr. Director December 19, 1994
Laurance Eustis, Jr.
/s/William P. Fuller Director December 19, 1994
William P. Fuller
/s/Arthur Hollins III Director December 19, 1994
Arthur Hollins III
/s/F. Ben James, Jr. Director December 19, 1994
F. Ben James, Jr.
/s/Erik F. Johnsen Director December 19, 1994
Erik F. Johnsen
/s/Joseph Merrick Jones, Jr. Director December 19, 1994
Joseph Merrick Jones, Jr.
/s/Edwin Lupberger Director December 19, 1994
Edwin Lupberger
/s/O. Miles Pollard, Jr. Director December 19, 1994
O. Miles Pollard, Jr.
/s/G. Frank Purvis, Jr. Director December 19, 1994
G. Frank Purvis, Jr.
/s/Edward M. Simmons Director December 19, 1994
Edward M. Simmons
/s/H. Leighton Steward Director December 19, 1994
H. Leighton Steward
/s/Joseph B. Storey Director December 19, 1994
Joseph B. Storey
/s/Robert A. Weigle Director December 19, 1994
Robert A. Weigle
The Plan. Pursuant to the requirements of the Securities Act of 1933,
the Employee Benefits Committee has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of New Orleans, State of Louisiana, on December 19, 1994.
FIRST COMMERCE CORPORATION
TAX-DEFERRED SAVINGS PLAN
By: /s/Wayne Vicknair
Name: Wayne Vicknair
Title: Vice President - Compensation/
Benefits Manager
EXHIBIT 5
[Jones, Walker, Waechter, Poitevent,
Carrere & Denegre Letterhead]
December 21, 1994
First Commerce Corporation
210 Baronne Street
New Orleans, LA 70112
Dear Sirs:
We have acted as counsel to First Commerce Corporation (the "Company")
in connection with the Company's Tax-Deferred Savings Plan (the "Plan") and
the Company's registration statement on Form S-8 (the "Registration
Statement") with respect to the proposed offering by the Company of 750,000
shares of the Company's Common Stock, $5.00 par value per share (the
"Shares") and participation interests in the Plan pursuant to the terms of
the Plan.
Based upon the foregoing, and upon our examination of such legal and
factual matters as we deem necessary in order to furnish this opinion:
1. It is our opinion that the Shares and the participation
interests in the Plan, when issued as contemplated by the Plan,
will be duly authorized, legally issued, fully paid and non-
assessable, assuming the Shares are not issued for less than par
value; and
2. It is our opinion that the provisions of the written Plan
document in effect on the date hereof comply with the
requirements of the Employee Retirement Income Security Act of
1974 applicable to such provisions.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
JONES, WALKER, WAECHTER,
POITEVENT, CARRERE & DENEGRE
By: /s/Margaret F. Murphy
Margaret F. Murphy
[ARTHUR ANDERSEN LETTERHEAD]
December 21, 1994
First Commerce Corporation:
We are aware that First Commerce Corporation has incorporated by
reference in its Registration Statement its Form 10-Q for the
quarters ended March 31, 1994, June 30, 1994, and September 30,
1994, which include our reports dated April 13, 1994, July 13,
1994, and October 12, 1994, respectively, covering the unaudited
interim financial information contained therein. Pursuant to
Regulation C of the Securities Act of 1993, those reports are not
considered a part of the registration statement prepared or
certified by our firm or reports prepared or certified by our
firm within the meaning of Sections 7 and 11 of the Act.
Very truly yours,
Arthur Andersen LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our
report dated January 12, 1994 included in First Commerce
Corporation's Form 10-K for the year ended December 31, 1993 and
to all references to our Firm included in this registration
statement.
ARTHUR ANDERSEN LLP
New Orleans, Louisiana
December 21, 1994
