__________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1995
Commission file number 0-7931
FIRST COMMERCE CORPORATION
(Exact name of registrant as specified in its charter)
Louisiana 72-0701203
(State or other jurisdiction of (I.R.S. Employer
incorportion or organization) Identification No.)
210 Baronne Street 70112
New Orleans, Louisiana (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (504) 561-1371
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the Registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes ___X__ No ______
Indicate the number of shares outstanding of each of the
Registrant's classes of common stock as of the last practicable
date.
Class Outstanding as of July 31, 1995
_________ __________________________________
Common Stock, $5.00 par value 29,000,406
<PAGE>
FIRST COMMERCE CORPORATION
INDEX
Part 1: Financial Information
Item 1. Financial Statements Page No.
Consolidated Balance Sheets 3
Consolidated Statements of Income 4
Consolidated Statements of Changes
in Stockholders' Equity 5
Consolidated Statements of Cash Flows 6
Notes to Consolidated Financial Statements 7
Report of Independent Public Accountants 15
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations. 16
Part II: Other Information 32
<PAGE>
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
(dollars in thousands) June 30 December 31
______________________________________________________________________________________________
1995 1994 1994
______________________________________________________________________________________________
<S> <C> <C> <C>
ASSETS
Cash and due from banks $ 370,317 $ 342,126 $ 408,343
Interest-bearing deposits in other banks 151 36,403 281
Securities
Held to maturity (market value $10,170, $324,121
and $12,984, respectively) 10,170 323,701 12,973
Available for sale, at market 2,622,667 2,621,293 2,492,578
Trading account securities 14,928 526 8,970
Federal funds sold and securities purchased under
resale agreements 52,625 31,955 66,230
Loans and leases, net of unearned income
of $7,765, $10,501 and $8,147, respectively 3,773,585 2,968,880 3,387,415
Allowance for loan losses (58,358) (61,063) (55,933)
______________________________________________________________________________________________
Net loans and leases 3,715,227 2,907,817 3,331,482
==============================================================================================
Premises and equipment 130,804 116,503 123,159
Accrued interest receivable 72,753 57,661 62,442
Other real estate 1,749 7,031 5,913
Goodwill and other intangibles 20,398 14,899 15,118
Other assets 48,955 94,846 274,936
_______________________________________________________________________________________________
Total assets $7,060,744 $6,554,761 $6,802,425
===============================================================================================
LIABILITIES
Noninterest-bearing deposits $1,232,092 $1,251,308 $1,270,130
Interest-bearing deposits 4,513,707 4,200,574 4,406,240
_______________________________________________________________________________________________
Total deposits 5,745,799 5,451,882 5,676,370
===============================================================================================
Short-term borrowings 538,464 437,550 470,974
Accrued interest payable 29,347 18,050 22,907
Accounts payable and other accrued liabilities 58,350 44,582 51,499
Long-term debt 88,640 89,056 88,956
_______________________________________________________________________________________________
Total liabilities 6,460,600 6,041,120 6,310,706
===============================================================================================
STOCKHOLDERS' EQUITY
Preferred stock, 5,000,000 shares authorized
Series 1992, 7.25% cumulative convertible,
$25 stated value
Issued--2,397,370, 2,398,170 and 2,398,170
shares respectively 59,934 59,954 59,954
Common stock, $5 par value
Authorized--100,000,000 shares
Issued--29,468,248, 28,867,664 and
28,898,051 shares respectively 147,341 144,339 144,491
Capital surplus 140,767 128,699 128,811
Retained earnings 246,068 230,969 231,305
Treasury stock -- 493,425 common shares, at cost (13,115) - -
Unearned restricted stock compensation (1,590) (1,042) (592)
Net unrealized gain (loss) on securities
available-for-sale 20,739 (49,278) (72,250)
_______________________________________________________________________________________________
Total stockholders' equity 600,144 513,641 491,719
===============================================================================================
Total liabilities and stockholders' equity $7,060,744 $6,554,761 $6,802,425
===============================================================================================
The accompanying Notes to Consolidated Financial Statements are an integral
part of these Consolidated Balance Sheets.
</TABLE>
<PAGE>
CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
(dollars in thousands except per share data) June 30 June 30
==============================================================================================================
1995 1994 1995 1994
______________________________________________________________________________________________________________
<S> <C> <C> <C> <C>
INTEREST INCOME
Interest and fees on loans and leases $ 82,371 $ 60,908 $ 158,358 $ 120,679
Interest on tax-exempt securities 1,728 1,809 3,568 3,716
Interest and dividends on taxable securities 41,670 38,097 81,713 77,541
Interest on money market investments 530 653 1,414 1,475
______________________________________________________________________________________________________________
Total interest income 126,299 101,467 245,053 203,411
==============================================================================================================
INTEREST EXPENSE
Interest on deposits 43,554 28,536 83,271 56,423
Interest on short-term borrowings 7,467 4,557 13,519 9,398
Interest on long-term debt 2,768 2,768 5,507 5,604
______________________________________________________________________________________________________________
Total interest expense 53,789 35,861 102,297 71,425
==============================================================================================================
NET INTEREST INCOME 72,510 65,606 142,756 131,986
PROVISION FOR LOAN LOSSES 2,956 (4,782) 5,963 (8,539)
______________________________________________________________________________________________________________
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 69,554 70,388 136,793 140,525
==============================================================================================================
OTHER INCOME
Deposit fees and service charges 12,528 11,308 24,182 22,456
Credit card fee income 6,993 6,205 13,364 11,675
Trust fee income 3,516 3,548 7,267 7,031
Broker/dealer revenue 2,128 1,675 4,044 3,877
ATM fee income 1,966 1,402 3,752 2,423
Other operating revenue 4,365 3,707 8,413 8,580
Securities transactions 36 (6,705) (13,286) (5,583)
______________________________________________________________________________________________________________
Total other income 31,532 21,140 47,736 50,459
==============================================================================================================
OPERATING EXPENSE
Salary expense 28,746 27,320 58,514 54,218
Employee benefits 5,777 5,901 12,342 11,679
______________________________________________________________________________________________________________
Total personnel expense 34,523 33,221 70,856 65,897
Net occupancy expense 4,633 4,367 9,022 8,584
Equipment expense 4,914 4,133 9,740 7,806
Professional fees 3,292 3,441 6,591 6,504
FDIC insurance expense 3,072 3,008 6,144 6,016
Other operating expense 14,995 13,189 30,744 25,464
______________________________________________________________________________________________________________
Total operating expense 65,429 61,359 133,097 120,271
==============================================================================================================
INCOME BEFORE INCOME TAX EXPENSE 35,657 30,169 51,432 70,713
INCOME TAX EXPENSE 11,934 9,877 17,076 22,993
==============================================================================================================
NET INCOME 23,723 20,292 34,356 47,720
PREFERRED DIVIDEND REQUIREMENTS 1,086 1,087 2,173 2,174
==============================================================================================================
INCOME APPLICABLE TO COMMON SHARES $ 22,637 $ 19,205 $ 32,183 $ 45,546
==============================================================================================================
EARNINGS PER COMMON SHARE
Primary $ .78 $ .66 $ 1.11 $ 1.57
Fully diluted $ .73 $ .63 $ 1.08 $ 1.46
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
Primary 29,104,529 29,034,168 29,104,220 29,020,986
Fully diluted 35,041,681 34,965,376 31,911,423 34,968,219
==============================================================================================================
The accompanying Notes to Consolidated Financial Statements are an integral
part of these Consolidated Financial Statements.
</TABLE>
<PAGE>
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
Net
Unrealized
Unearned Gain (Loss)
Preferred Restricted on Securities
(dollars in thousands Stock Common Capital Retained Treasury Stock Available
except per share data) Series 1992 Stock Surplus Earnings Stock Compensation for Sale Total
________________________________________________________________________________________________________________________________
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at January 1, 1994 $59,979 $143,839 $127,051 $198,515 $ - ($817) $ - $528,567
Net income - - - 47,720 - - - 47,720
Cash dividends
Series 1992 preferred stock
($.91 per share) - - - (2,174) - - - (2,174)
Common stock ($.50 per share) - - - (13,077) - - - (13,077)
Conversion of 1,000 shares of
preferred stock into 1,164 shares
of common stock (25) 6 19 - - - - -
Common stock issuances to plans -
32,552 shares - 161 632 (15) - - - 778
Stock options exercised, net of shares
surrendered in payment and tax
benefit - 56,762 shares - 284 526 - - - - 810
Restricted stock activity - 49 471 - - (225) - 295
Change in net unrealized gain (loss)
on securities available for sale - - - - - - (49,278) (49,278)
________________________________________________________________________________________________________________________________
Balance at June 30, 1994 $59,954 $144,339 $128,699 $230,969 $ - ($1,042) ($49,278) $513,641
________________________________________________________________________________________________________________________________
Balance at January 1, 1995 $59,954 $144,491 $128,811 $231,305 $ - ($592) ($72,250) $491,719
Net income - - - 34,356 - - - 34,356
Cash dividends
Series 1992 preferred stock
($.91 per share) - - - (2,173) - - - (2,173)
Common stock ($.60 per share) - - - (17,379) - - - (17,379)
Conversion of 800 shares of preferred
stock into 931 shares of
common stock (20) 5 15 - - - - -
Common stock issuances to plans -
22,675 shares - - - (41) 645 - - 604
Stock options exercised, net of shares
surrendered in payment and tax
benefit-19,991 shares - 100 211 - - - - 311
Restricted stock activity - 165 817 - - (998) - (16)
Issuance and repurchase of
equal number of shares to acquire
City Bancorp, Inc.-516,100 shares - 2,580 10,913 - (13,760) - - (267)
Change in net unrealized gain (loss)
on securities available for sale - - - - - - 92,989 92,989
________________________________________________________________________________________________________________________________
Balance at June 30, 1995 $59,934 $147,341 $140,767 $246,068 ($13,115) ($1,590) $20,739 $600,144
________________________________________________________________________________________________________________________________
The accompanying Notes to Consolidated Financial Statements are an integral
part of these Consolidated Financial Statements.
</TABLE>
<PAGE>
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Six Months Ended
(dollars in thousands) June 30
_______________________________________________________________________________________
1995 1994
_________________________________________________________________________________________
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 34,356 $ 47,720
Adjustments to reconcile net income
to net cash provided by operating activities:
Provision for loan losses 5,963 (8,539)
Depreciation and amortization 8,995 6,859
Amortization of intangibles 1,221 1,244
Deferred income tax expense 588 3,352
Net loss from securities transactions 13,286 5,583
Net (gain) on loan sales (55) (1,087)
(Increase) in trading account securities (5,958) (44)
(Increase) in accrued interest receivable (9,999) (1,155)
Decrease in other assets 2,775 26,901
Increase in accrued interest payable 6,236 804
Increase (decrease) in accounts payable and other
accrued liabilities 8,248 (12,076)
Other, net (1,703) 463
_________________________________________________________________________________________
NET CASH PROVIDED BY OPERATING ACTIVITIES 63,953 70,025
=========================================================================================
INVESTING ACTIVITIES
Net decrease in interest-bearing deposits in other banks 130 19,019
Proceeds from sales and calls of securities held to maturity 344 65
Proceeds from maturities of securities held to maturity 38,033 454,448
Purchases of securities held to maturity (16) (6)
Proceeds from sales and calls of securities available
for sale 644,124 936,971
Proceeds from maturities of securities available for sale 60,075 162,466
Purchases of securities available for sale (542,196) (1,222,468)
Net (increase) decrease in federal funds sold and
securities purchased under resale agreements 18,155 (1,355)
Proceeds from sales of loans 12,662 -
Net (increase) in loans (363,399) (134,587)
Cash and due from banks of acquired City Bancorp, Inc. 4,081 -
Purchases of premises and equipment (16,025) (14,938)
Proceeds from sales of foreclosed assets 7,560 3,528
Other, net 14 424
_______________________________________________________________________________________
NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES (136,458) 203,567
=======================================================================================
FINANCING ACTIVITIES
Net (decrease) in demand deposits, NOW accounts,
money market accounts and savings accounts (138,831) (63,464)
Net increase (decrease) in time deposits 137,757 (9,904)
Net increase (decrease) in short-term borrowings 67,490 (241,266)
Payments on long-term debt (316) (2,099)
Proceeds from sales of common stock 218 1,227
Cash dividends (18,724) (14,907)
Treasury stock acquired, net of sales (13,115) -
_________________________________________________________________________________________
NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES 34,479 (330,413)
=========================================================================================
(DECREASE) IN CASH AND CASH EQUIVALENTS (38,026) (56,821)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 408,343 398,947
=========================================================================================
CASH AND CASH EQUIVALENTS AT END OF PERIOD $370,317 $ 342,126
=========================================================================================
The accompanying Notes to Consolidated Financial Statements are an integral
part of these Consolidated Financial Statements.
</TABLE>
<PAGE>
Note 1
Summary of Significant Accounting Policies
The consolidated financial statements include the accounts
of First Commerce Corporation (FCC) and all of its subsidiaries.
All significant intercompany accounts and transactions are
eliminated.
The consolidated financial statements reflect all adjustments
which are, in the opinion of management, necessary for a fair
presentation of the consolidated financial condition, results of
operations and cash flows for the interim periods. Adjustments
included herein are of a normal recurring nature and include
appropriate estimated provisions. The consolidated financial
statements for the interim periods have not been independently
audited. However, the interim consolidated financial statements
have been reviewed by FCC's independent public accountants in
accordance with standards for such reviews established by the
American Institute of Certified Public Accountants, and their
review report is included herein.
Certain prior year amounts have been reclassified to conform
with current year financial statement presentation.
FCC's 1994 financial information has been restated to include
First Bancshares, Inc.
The Notes to Consolidated Financial Statements included herein
should be read in conjunction with the Notes to Consolidated
Financial Statements included in FCC's 1994 Annual Report to
Stockholders.
<PAGE>
NOTE 2
Subsequent Events
Effective August 3, 1995, Lakeside Bancshares, Inc.
(Lakeside), the parent company of Lakeside National Bank of Lake
Charles (LNB), merged into FCC in exchange for approximately
984,220 shares of FCC common stock. LNB was merged into The
First National Bank of Lake Charles, a wholly owned subsidiary of
FCC. The acquisition was accounted for as a pooling-of-interests.
On June 30, 1995, Lakeside had $170 million in assets. Immediately
prior to consummation of the merger and as part of an agreement
with the United States Department of Justice to eliminate any
concern about the competitive effect of the merger, two branches
of LNB were divested. The sale of the two branches included loans
(approximately $25 million), deposits (approximately $34
million), premises and equipment and cash related to the
branches. The branches were sold for a pretax premium of $3.1
million.
Selected separate and combined financial information of FCC
and Lakeside for the six months ended June 30, 1995 are presented
below (in thousands, except per share amounts). The financial
information presented does not reflect any adjustments for the
divestiture.
FCC Lakeside Combined
_____________________________________________________________________
Six Months Ended June 30, 1995
Net interest income $142,756 $4,524 $147,280
Other income, excluding
securities transactions $ 61,022 $1,481 $62,503
Net income $ 34,356 $1,141 $35,497
Earnings per common share
Primary $ 1.11 $ 2.28 $ 1.11
Fully diluted $ 1.08 $ 2.28 $ 1.08
______________________________________________________________________
NOTE 3
Acquisitions
On February 17, 1995 FCC completed its merger with First
Bancshares, Inc. (First) in exchange for 2,705,537 shares of FCC
common stock. The acquisition was accounted for as a
pooling-of-interests; accordingly, prior period financial
information has been restated to include this acquisition.
FCC completed its merger with City Bancorp, Inc. (City) on
February 17, 1995. City merged with FCC in exchange for 516,100
shares of its common stock. FCC repurchased an equal number of
shares of its common stock. The acquisition was accounted for as
a purchase. The results of operations of City, which are not
material, are included in the financial statements from the
acquisition date.
FCC has mergers pending with Central Corporation (Central) of
Monroe, Louisiana and Peoples Bancshares, Inc. (Peoples) in
Chalmette, Louisiana. Both mergers are subject to various
conditions including regulatory and shareholder approval. It is
expected that both mergers will be completed in the fourth
quarter of 1995. At June 30, 1995, Central and Peoples had total
assets of $825 million and $177 million, respectively.
<PAGE>
NOTE 4
Securities Held to Maturity
An analysis of securities held to maturity follows (in thousands):
Amortized Unrealized Unrealized Fair
Cost Gains (Losses) Value
===============================================================================
June 30, 1995
_______________________________________________________________________________
Obligations of states
and political
subdivisions $ 117 $ - $ - $ 117
Other debt securities 500 - - 500
Equity securities 9,553 - - 9,553
_______________________________________________________________________________
Total securities held
to maturity $ 10,170 $ - $ - $ 10,170
===============================================================================
June 30, 1994
_______________________________________________________________________________
U.S. Treasury securities $ 305,436 $ 477 $ (64) $305,849
Obligations of U.S.
agencies and
corporations 6,390 - (31) 6,359
Obligations of states
and political
subdivisions 1,997 38 - 2,035
Other debt securities 500 - - 500
Equity securities 9,378 - - 9,378
_______________________________________________________________________________
Total securities held
to maturity $ 323,701 $ 515 $ (95) $324,121
===============================================================================
An analysis of the amortized cost and the fair values of securities held
to maturity by contractual maturity periods follows (in thousands):
Amortized Unrealized Unrealized Fair
Cost Gains (Losses) Value
__________________________________________________________________________
June 30, 1995
__________________________________________________________________________
Within one year $ 45 $ - $ - $ 45
One to five years 572 - - 572
Five to ten years - - - -
After ten years 9,553 - - 9,553
__________________________________________________________________________
Total securities held
to maturity $10,170 $ - $ - $10,170
__________________________________________________________________________
<PAGE>
NOTE 5
Securities Available for Sale
An analysis of securities available for sale follows (in thousands):
Amortized Unrealized Unrealized Fair
Cost Gains (Losses) Value
____________________________________________________________________________
June 30, 1995
____________________________________________________________________________
U. S. Treasury securities $1,458,060 $25,440 $ (320) $1,483,180
Obligations of U. S. agencies
and corporations
Mortgage-backed securities 908,513 4,645 (11,769) 901,362
Notes 119,922 4,248 - 124,170
Obligations of states
and political
subdivisions 90,229 10,374 (351) 100,252
Equity securities 14,037 - (334) 13,703
____________________________________________________________________________
Total securities
available for sale $2,590,761 $44,707 $ (12,801) $2,622,667
============================================================================
June 30, 1994
____________________________________________________________________________
U. S. Treasury securities $1,169,604 $ 1,624 $ (24,538) $1,146,690
Obligations of U. S. agencies
and corporations
Mortgage-backed securities 1,387,334 46 (61,197) 1,326,183
Notes 6,489 95 (20) 6,564
Obligations of states
and political
subdivisions 95,899 10,101 (769) 105,231
Other debt securities 4,079 41 (3) 4,117
Equity securities 33,690 - (1,182) 32,508
____________________________________________________________________________
Total securities
available for sale $2,697,095 $11,907 $(87,709) $2,621,293
============================================================================
An analysis of the amortized cost and fair values of the securities
available for sale by contractual maturity periods follows (in thousands):
Amortized Unrealized Unrealized Fair
Cost Gains (Losses) Value
____________________________________________________________________________
June 30, 1995
____________________________________________________________________________
Within one year $ 371,872 $ 587 $ (324) $ 372,135
One to five years 1,256,960 29,924 (863) 1,286,021
Five to ten years 96,409 2,939 (410) 98,938
After ten years 865,520 11,257 (11,204) 865,573
____________________________________________________________________________
Total securities
available for sale $2,590,761 $44,707 $(12,801) $2,622,667
============================================================================
<PAGE>
NOTE 6
Loans and Leases
The composition of loans and leases was as follows (in thousands):
June 30 December 31
_____________________________________________________________________________
1995 1994 1994
_____________________________________________________________________________
Loans to individuals
- residential mortgages
First lien $638,851 $ 506,976 $560,990
Junior lien 88,907 84,241 88,340
Loans to individuals - other 1,049,605 835,426 902,716
Commercial, financial and
agricultural 764,580 507,834 716,193
Real estate 731,813 588,723 613,026
Credit card loans 430,579 371,281 426,224
Other loans 77,015 84,900 88,073
_____________________________________________________________________________
Total loans and leases 3,781,350 2,979,381 3,395,562
Unearned income (7,765) (10,501) (8,147)
_____________________________________________________________________________
Loans and leases, net
of unearned income $3,773,585 $2,968,880 $3,387,415
=============================================================================
NOTE 7
Impaired Loans
A loan is considered to be impaired when, based on current
information and events, it is probable that FCC will be unable to
collect all amounts due according to the contractual terms of the
loan agreement. As of June 30, 1995, impaired loans totaled
$31.9 million, of which $4.9 million required a total impairment
allowance of $4.6 million. During the second quarter of 1995,
impaired loans averaged $20.6 million.
NOTE 8
Debt
Total cash payments for interest expense on long-term debt,
short-term borrowings and deposits were $95,857,000 and
$70,608,000 for the six-month periods ended June 30, 1995 and
1994, respectively.
<PAGE>
NOTE 9
Off-Balance Sheet Instruments
A summary of obligations under financial instruments which are
not reflected in the consolidated financial statements follows
(in thousands):
June 30
_________________________________________________________________________
1995 1994
_________________________________________________________________________
Commitments to extend credit for loans and
leases (excluding credit card plans) $1,175,647 $ 804,007
Commitments to extend credit for credit
card plans $1,637,182 1,283,875
Commercial letters of credit $ 6,727 $ 5,045
Financial letters of credit $ 52,124 $ 49,655
Performance letters of credit $ 22,363 $ 19,728
Foreign exchange contracts
Commitments to purchase $ 991 $ 1,217
Commitments to sell $ 1,095 $ 1,350
When-issued securities
Commitments to purchase $ 875 $ 1,750
Commitments to sell $ 850 $ 880
Interest rate contracts (notional amounts)
Swaps $ 210,000 $ 50,000
Amortizing interest rate swaps $ 200,000 $ 200,000
Caps $ 350,000 $ -
Cap corridors $ 100,000 $ 100,000
__________________________________________________________________________
NOTE 10
Income Taxes
The components of income tax expense in the consolidated statements
of income were as follows (in thousands):
Three Months Ended Six Months Ended
June 30 June 30
___________________________________________________________________________
1995 1994 1995 1994
___________________________________________________________________________
Current $11,619 $8,413 $16,488 $19,641
Deferred 315 1,464 588 3,352
___________________________________________________________________________
Total $11,934 $9,877 $17,076 $22,993
===========================================================================
Income tax expense related to state and foreign income taxes is included
above and was insignificant in all periods presented. Income tax expense
(benefit) related to securities transactions was $13,000 and $(2,349,000)
for the three-month periods ended June 30, 1995 and 1994, respectively and
$(4,650,000) and $(1,956,000) for the six-month periods ended June 30, 1995
and 1994, respectively.
<PAGE>
NOTE 10, continued
Income Taxes
Total income tax expense was different from the amount computed by applying
the statutory federal income tax rates to pretax income as follows
(in percentages):
Three Months Ended Six Months Ended
June 30 June 30
___________________________________________________________________________
1995 1994 1995 1994
___________________________________________________________________________
Federal income tax expense 35.00% 35.00% 35.00% 35.00%
Increase (decrease) resulting
from:
Benefits attributable to
tax-exempt interest (2.49) (2.89) (3.41) (2.48)
Nondeductible expenses .90 .78 1.56 .63
Other items, net .06 (.15) .05 (.63)
___________________________________________________________________________
Actual income tax expense 33.47% 32.74% 33.20% 32.52%
===========================================================================
Current income taxes payable were $2.39 million and $1.57 million at
June 30, 1995 and 1994, respectively.
Deferred income taxes reflect the tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for income tax purposes. There were
net deferred tax assets of $4.72 million and $47.73 million on June 30, 1995
and 1994, respectively. The major temporary differences which created
deferred tax assets and liabilities were as follows (in thousands):
June 30
___________________________________________________________________________
1995 1994
___________________________________________________________________________
Deferred Deferred Deferred Deferred
Tax Tax Tax Tax
Assets Liabilities Assets Liabilities
___________________________________________________________________________
Allowance for loan losses $19,849 $ - $20,905 $ -
Amortization of intangibles 2,819 - 3,471 -
Employee benefits 2,669 - 1,921 -
Interest on nonaccrual loans 1,238 - 2,819 -
Allowance for losses on
foreclosed assets 1,054 - 3,578 -
Unrealized gain/loss on
securities - 11,020 26,526 -
Accumulated depreciation - 4,733 - 4,223
Accrued liabilities - 4,261 - 3,947
Bond accretion - 3,062 - 4,110
Other 1,488 1,322 3,470 2,684
___________________________________________________________________________
Total deferred taxes $29,117 $24,398 $62,690 $14,964
===========================================================================
FCC's cash payments for federal income tax liabilities were $10.89
million and $27.27 million for the six months ended June 30, 1995 and 1994,
respectively.
<PAGE>
NOTE 11
Contingencies
FCC and its subsidiaries have been named as defendants in various legal
actions arising from normal business activities in which damages in various
amounts are claimed. The amount, if any, of ultimate liability with respect
to such matters cannot be determined. However, after consulting with legal
counsel, management believes any such liability will not have a material
effect on FCC's consolidated financial condition or results of operations.
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Stockholders
and Board of Directors of
First Commerce Corporation:
We have reviewed the accompanying consolidated balance
sheets of FIRST COMMERCE CORPORATION (a Louisiana corporation)
and subsidiaries as of June 30, 1995 and 1994, and the related
consolidated statements of income for the three-month and six-
month periods ended June 30, 1995 and 1994, and the consolidated
statements of changes in stockholders' equity and cash flows for
the six-month periods ended June 30, 1995 and 1994. These
financial statements are the responsibility of the company's
management.
We conducted our review in accordance with standards
established by the American Institute of Certified Public
Accountants. A review of interim financial information consists
principally of applying analytical procedures to financial data
and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an
audit in accordance with generally accepted auditing standards,
the objective of which is the expression of an opinion regarding
the consolidated financial statements taken as a whole.
Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material
modifications that should be made to the consolidated financial
statements referred to above for them to be in conformity with
generally accepted accounting principles.
We have previously audited, in accordance with generally
accepted auditing standards, the consolidated balance sheet of
First Commerce Corporation and subsidiaries as of December 31,
1994 and the related statements of income, changes in
stockholders' equity and cash flows for the year then ended (not
presented herein) and, in our report dated January 11, 1995 and
February 17, 1995, we expressed an unqualified opinion on those
consolidated financial statements. In our opinion, the information
set forth in the accompanying consolidated balance sheet as of
December 31, 1994 is fairly stated, in all material respects, in
relation to the consolidated balance sheet from which it has been
derived.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
New Orleans, Louisiana
July 12, 1995
<PAGE>
SELECTED FINANCIAL DATA (dollars in thousands except per share data)
<TABLE>
<CAPTION>
1995 1994
_____________________________________________________________________________________________________
Second First Fourth Third Second
Quarter Quarter Quarter Quarter Quarter
_____________________________________________________________________________________________________
<S> <C> <C> <C> <C> <C>
AVERAGE BALANCE SHEET DATA
Total assets $6,884,142 $6,722,307 $6,758,027 $6,616,987 $6,562,902
Earning assets 6,298,874 6,165,016 6,252,583 6,096,066 6,012,760
Loans and leases 3,646,685 3,445,077 3,202,692 3,043,151 2,860,632
Securities 2,616,789 2,656,089 2,950,532 3,008,704 3,079,505
Deposits 5,653,911 5,609,016 5,439,220 5,402,500 5,422,006
Long-term debt 88,654 88,717 88,989 89,039 89,349
Stockholders' equity 571,914 522,006 506,455 517,783 516,655
_____________________________________________________________________________________________________
INCOME STATEMENT DATA
Total interest income $ 126,299 $ 118,754 $ 115,948 $ 108,437 $ 101,467
Net interest income 72,510 70,246 70,454 68,828 65,606
Net interest income (FTE) 73,889 71,620 71,866 70,275 66,978
Provision for loan losses 2,956 3,007 (354) (2,550) (4,782)
Other income (exclusive of securities
transactions) 31,496 29,526 29,398 27,609 27,845
Securities transactions 36 (13,322) (18,326) (19,576) (6,705)
Operating expense 65,429 67,668 70,883 62,505 61,359
Operating income 23,700 19,292 19,236 24,443 24,648
Net income 23,723 10,633 7,325 11,717 20,292
_____________________________________________________________________________________________________
KEY RATIOS
Return on average assets 1.38% .64% .43% .70% 1.24%
Return on average total equity 16.64% 8.26% 5.74% 8.98% 15.75%
Return on average common equity 17.73% 8.38% 5.54% 9.21% 16.87%
Operating return on average assets 1.38% 1.16% 1.13% 1.50% 1.51%
Operating return on average total equity 16.62% 14.99% 15.07% 19.23% 19.14%
Operating return on average common equity 17.72% 15.98% 16.13% 20.80% 20.69%
Net interest margin 4.70% 4.68% 4.58% 4.59% 4.46%
Efficiency ratio 62.09% 66.90% 70.00% 63.86% 64.71%
Overhead ratio 2.16% 2.51% 2.63% 2.27% 2.24%
Allowance for loan losses to loans
and leases 1.55% 1.62% 1.65% 1.86% 2.06%
Nonperforming assets to loans and leases
plus foreclosed assets .90% .51% .58% .74% .88%
Average loans to deposits ratio 64.50% 61.42% 58.88% 56.33% 52.76%
Equity ratio 8.50% 7.96% 7.23% 7.69% 7.84%
Leverage ratio 8.14% 8.06% 8.07% 8.29% 8.33%
_____________________________________________________________________________________________________
EARNINGS PER COMMON SHARE
Net income-primary $ .78 $ .33 $ .21 $ .37 $ .66
Operating income-primary $ .78 $ .63 $ .63 $ .80 $ .81
Net income-fully diluted $ .73 $ .33 $ .21 $ .37 $ .63
Operating income-fully diluted $ .73 $ .60 $ .60 $ .75 $ .75
Average primary shares outstanding
(in thousands) 29,105 29,104 29,023 29,026 29,034
Average fully diluted shares
outstanding (in thousands) 35,042 29,104 29,023 29,026 34,965
BOOK VALUES (end of period)
Book value $ 18.67 $ 16.87 $ 14.95 $ 15.81 $ 15.73
Tangible book value $ 17.96 $ 16.14 $ 14.43 $ 15.31 $ 15.22
COMMON STOCK DIVIDENDS
Cash dividends $ .30 $ .30 $ .30 $ .30 $ .25
Dividend payout ratio 38.46% 90.91% 142.86% 81.08% 37.88%
COMMON STOCK DATA
High stock price $ 29.75 $ 27.25 $ 26.76 $ 28.75 $ 30.00
Low stock price $ 24.00 $ 22.00 $ 21.75 $ 25.75 $ 23.50
Closing stock price $ 29.50 $ 25.00 $ 22.00 $ 26.75 $ 28.25
Trading volume 4,711,340 5,826,590 5,723,897 4,857,105 7,313,633
Number of stockholders (end of period) 7,902 8,014 7,808 7,825 7,812
NUMBER OF EMPLOYEES (end of period) 3,482 3,462 3,575 3,638 3,725
=====================================================================================================
</TABLE>
<PAGE>
SECOND QUARTER IN REVIEW
First Commerce Corporation's (FCC's) net income for the second
quarter of 1995 was $23.7 million, compared to $10.6 million in
the first quarter of 1995 and $20.3 million in last year's second
quarter. Securities transactions resulted in minimal gains in
the second quarter, compared to after tax losses of $8.7 million
in the first quarter of 1995 and $4.4 million in 1994's second
quarter. Operating income, which excludes securities
transactions, was $23.7 million for the current quarter, $19.3
million last quarter and $24.6 million in the second quarter of
1994.
Fully diluted earnings per share were $.73 this quarter, $.33
for the first quarter of 1995 and $.63 for 1994's second quarter.
Excluding the effect of securities transactions, fully diluted
earnings per share were $.73 for the second quarter of 1995, $.60
last quarter and $.75 for the second quarter of 1994.
FCC's earnings fundamentals improved during the second quarter.
- Net interest income (FTE) rose 3% from the previous quarter and
10% from 1994's second quarter mainly on the strengths of loan
growth and a higher securities yield.
- Other income, excluding securities transactions, was 7% higher
than in the first quarter and 13% better than 1994's second
quarter. Improvements in most categories of fee income reflected
higher volumes of transactions and accounts.
- Operating expense growth was a moderate 2% from the first
quarter (excluding last quarter's severance and merger-related
charges) and 7% from 1994's second quarter.
During the second quarter, FCC received all required approvals
for its acquisition of Lakeside Bancshares, Inc. in Lake Charles,
Louisiana, and completed the merger on August 3, 1995. FCC has
mergers pending with Central Corporation of Monroe, Louisiana,
and Peoples Bancshares, Inc. in Chalmette, Louisiana. Both of
these pending mergers are subject to regulatory approval and
certain other conditions; they are expected to be completed in
the fourth quarter of 1995. Following the completion of all
three mergers, FCC will have total assets of approximately $8.0
billion and deposits of approximately $6.7 billion.
A more detailed review of FCC's financial condition and earnings
for the second quarter follows. This review should be read in
conjunction with the consolidated financial statements of First
Commerce Corporation and Subsidiaries, which follows and the
Financial Review in the 1994 Annual Report.
EARNINGS ANALYSIS
Net Interest Income
Net interest income (FTE) for the second quarter was $73.9
million, a 3% increase from the first quarter of 1995 and 10%
higher than last year's second quarter. The net interest margin
was 4.70% for the second quarter, compared to 4.68% in the first
quarter and 4.46% in 1994's second quarter.
In comparing the first and second quarters of 1995, improvements
in net interest income and the net interest margin reflected loan
growth and higher yields on securities and loans. A 2% higher
volume of earning assets also contributed to the rise in net
interest income.
<PAGE>
Average loans grew 6% in 1995's second quarter from the prior
quarter. Loans were 58% of average earning assets in the current
quarter, compared to 56% last quarter. Yields on securities and
loans continued to increase, up 29 basis points and 14 basis
points, respectively, compared to the prior quarter. The growth
in earning assets was funded by higher levels of short-term
borrowings and time deposits of $100,000 and over, plus a 2% rise
in interest-free funds. These positive factors were partially
offset by higher rates paid on deposits. The cost of funds was
3.42% for 1995's second quarter, 23 basis points higher than last
quarter.
When compared to last year's second quarter, the most significant
items leading to the rise in net interest income and the net
interest margin were 27% loan growth and a higher securities
yield. Loans increased to 58% of average earning assets in the
current quarter, compared to 48% in the same period of last year.
The yield on the securities portfolio was 146 basis points higher
than in 1994's second quarter. These favorable items more than
offset a 103 basis point increase in the cost of funds.
For the first six months, net interest income was $145.5 million,
an 8% increase from 1994's same period. The net interest margin
was 4.69% for the first half of 1995, compared to 4.42% last
year. These improvements reflect 26% growth in average loans and
a 143 basis point rise in the yield on the securities portfolio.
Increases in the cost of both short-term borrowings and interest-
bearing deposits partially offset these improvements.
Table 1 presents average balance sheets, net interest income
(FTE) and interest rates for the second quarters of 1995 and
1994, the first quarter of 1995 and the first six months of 1995
and 1994. Table 2 analyzes the components of changes in net
interest income (FTE) between these same periods.
Provision For Loan Losses
The provision for loan losses was a positive $3.0 million in
the second and first quarters of this year and a negative $4.8
million in 1994's second quarter. For the six-month periods, the
provision was a positive $6.0 million in 1995, compared to a
negative $8.5 million last year. The return to a positive provision
reflected continued strong loan growth. The provision is expected
to remain positive for the remainder of 1995.
For discussion of the allowance for loan losses, net charge-offs
and nonperforming assets, see the Credit Risk Management section
of this Financial Review.
Other Income
Other income, excluding securities transactions, was $31.5
million for the second quarter, up 7% from last quarter and 13%
over the second quarter of 1994. Higher volumes of transactions
and accounts were the principal causes of the increase from both
prior periods.
When compared to last quarter, growth was experienced in most
categories of other income. The most significant improvements
were in deposit account ($874,000, or 8%) and credit card
($622,000, or 10%) fees. Additionally, broker/dealer revenue
rose $212,000, while ATM fees increased $180,000. Trust fees
were lower, primarily due to seasonal variances.
The improvement from last year's second quarter reflected higher
deposit account, credit card, ATM and broker/dealer fees.
Deposit account fees rose $1.2 million, primarily due to higher
volumes of overdraft charges and commercial account fees.
Increased credit card ($788,000), ATM ($564,000) and
broker/dealer ($453,000) fees were related to higher volumes of
transactions.
For the six-month period, other income, excluding securities
transactions, was $61.0 million, 9% higher than in 1994.
Improvements in deposit account ($1.7 million, or 8%) and credit
card ($1.7 million, or 14%) fees were mainly related to higher
volumes of transactions. ATM fee income rose $1.3 million,
primarily reflecting additional ATMs in service.
<PAGE>
Securities transactions resulted in pretax net gains of $36,000
in the second quarter of 1995, compared to pretax net losses for
both last quarter ($13.3 million) and 1994's second quarter ($6.7
million). For the six-month period, securities transactions
reflected pretax net losses for both 1995 ($13.3 million) and
last year ($5.6 million).
Operating Expense
Operating expense was $65.4 million for the second quarter of
1995. In 1995's first quarter, operating expense was $67.7
million and included $2.3 million of merger-related charges and
$1.1 million in severance expense. Operating expense was $61.4
million in last year's second quarter.
Excluding last quarter's severance and merger-related charges,
operating expense rose 2% from the first quarter. The most
significant increases were in stationary and supplies ($408,000),
occupancy ($244,000) and nonperforming assets ($203,000)
expenses. Higher stationary and supplies expense mainly related
to increased volumes associated with acquisitions. Occupancy
expense reflected higher utilities expense and repairs and
maintenance costs. Lower gains on sales of foreclosed properties
caused the increase in nonperforming assets expense.
Operating expense increased 7% from the second quarter of 1994.
Annual merit raises for employees, higher incentive compensation,
depreciation of branch automation equipment and higher
advertising costs were the primary causes of the increase. The
addition of City's expenses in 1995 also contributed to the rise.
Partially offsetting these increases was a 6% reduction in
staffing, related to FCC's ongoing delivery system redesign and
other strategic initiatives.
For the six-month period, operating expense was $133.1 million
in 1995, compared to $120.3 million last year. 1995's severance
and merger-related charges were the most significant causes of the
rise from last year. Additional increases included higher
personnel, equipment and advertising expenses, plus the addition
of City's expenses.
The FDIC has announced that it will reduce the rates paid for
deposit insurance to the Bank Insurance Fund by "well capitalized"
banks, which includes all five of FCC's banks, by approximately
83%. The determination of the timing and exact amounts of the
rate reductions are expected durng the third quarter.
FINANCIAL CONDITION ANALYSIS
Securities
The securities portfolio totaled $2.6 billion as of both June
30, 1995 and March 31, 1995, compared to $2.9 billion at June 30,
1994. Average securities were $2.6 billion for the second
quarter of 1995, $2.7 billion last quarter and $3.1 billion in
1994's second quarter. The lower level of average securities was
related to significant loan growth. Securities were 42% of
average earning assets in the second quarter of 1995, compared to
43% in the first quarter and 51% in last year's second quarter.
Securities transactions resulted in minimal gains in the second
quarter compared to pretax losses of $13.3 million in the first
quarter and $6.7 million in 1994's second quarter; a bond market
rally did not present opportunities to improve the yield on the
securities portfolio as was the case in previous quarters. At
the end of 1995's second quarter, the securities portfolio
average yield was 6.77%, compared to 6.70% at the end of last
quarter and 5.45% at June 30, 1994.
Notes 4 and 5 contain additional information on securities held
to maturity and available for sale.
<PAGE>
Securities Available for Sale
99.6% of FCC's securities portfolio was classified as available
for sale at the end of both 1995 quarters, compared to 89.0% at
June 30, 1994. Securities available for sale were $2.6 billion
at the end of both the second and first quarters of 1995 and at
June 30, 1994.
Improving bond prices caused a significant change in the market
values of these securities during the second quarter. A net
unrealized gain, net of tax, increased stockholders' equity $20.7
million at June 30, 1995, including gross unrealized gains of
$44.7 million and gross unrealized losses of $12.8 million.
Stockholders' equity reflected reductions for net unrealized
losses, net of tax, of $17.4 million at the end of last quarter
and $49.3 million at June 30, 1994.
Securities Held to Maturity
Securities held to maturity were $10.2 million at June 30, 1995
and March 31, 1995, compared to $323.7 million a year ago. The
decline from last year reflects maturities of securities in the
held to maturity category.
Money Market Investments
As of June 30, 1995, money market investments were $67.7 million
and averaged $35.4 million for the quarter. Average money market
investments were $63.9 million in the prior quarter and $72.6
million in 1994's second quarter. The decrease in average money
market investments was the result of significant loan growth.
Loans
Strong loan growth continued in the second quarter, reflecting
improved activity in many sectors of Louisiana's economy. Loans
and leases, net of unearned income, were $3.8 billion as of June
30, 1995, a 5% increase from March 31, 1995 and 27% higher than a
year ago. Average loans rose 6% from last quarter and were up
27% from last year's second quarter.
Loan growth was across all sectors of the portfolio. Compared
to last quarter, the most significant increases were in loans to
individuals, commercial real estate loans and residential
mortgage loans. The rise in loans to individuals reflected
increased automobile loans, plus a seasonal increase in
education-related loans. Compared to 1994's second quarter, the
strongest loan growth was in commercial loans and loans to
individuals, primarily automobile loans. Commercial loan growth
came from virtually all industry categories. Strong loan growth
is a trend that is expected to continue throughout 1995.
Deposits
As of June 30, 1995, deposits were $5.7 billion. During the
second quarter, deposits averaged $5.7 billion, up 1% from last
quarter and 4% above the second quarter of 1994. The most
significant growth from both prior periods was in time deposits
of $100,000 and over. Compared to last year, this growth was
mainly due to a rise in public funds deposits reflecting FCC's
renewed interest in that market. The growth from last quarter
resulted from increases in both public and nonpublic sources.
Core deposits were 89% of average deposits for the current
quarter, compared to 90% last quarter and 93% in 1994's second
quarter.
<PAGE>
Short-Term Borrowings
Short-term borrowings were $538.5 million at June 30, 1995.
Average short-term borrowings were $485.0 million, compared to
$421.9 million last quarter and $465.5 million in the second
quarter of 1994. As a percent of average interest-bearing
liabilities, short-term borrowings were 10% in the second quarter
of both 1995 and 1994, compared to 9% in the first quarter of
1995.
Off-Balance Sheet Instruments
FCC enters into interest rate contracts with the objective of
reducing the sensitivity of net interest income to changes in
interest rates. FCC does not use off-balance sheet instruments
for speculative purposes. Note 9 provides additional information
about off-balance sheet instruments.
The total notional amount of FCC's interest rate contracts was
$860 million as of June 30, 1995, compared to $810 million at the
end of last quarter. The estimated fair value of FCC's interest
rate contracts at June 30, 1995 was a loss of $3.0 million,
compared to a loss of $9.5 million at March 31, 1995. The change
reflected declining interest rates.
During the second quarter, FCC entered into swap contracts with
a total notional amount of $200 million, and terminated swap
contracts with a total notional amount of $150 million. The new
interest rate swaps, which mature in June 1997, serve as hedges
against interest rate fluctuations on $200 million in U.S.
Treasury securities. The terminated swaps converted certificates
of deposit at fixed rates into floating rates and would have
matured in August ($100 million) and November ($50 million) of
1996. The loss of $444,000 related to these terminated swaps is
being amortized over the remaining lives of the original swaps.
Table 3 summarizes FCC's interest rate swaps as of June 30,
1995, while Table 4 presents the changes in FCC's derivative
products by type during 1995.
Interest rate contracts reduced FCC's net interest income $1.2
million this quarter and $2.2 million for the six-month period of
1995. This expense was related to cash payments on amortizing
interest rate swaps, combined with the amortization of the
premiums paid for interest rate caps. Table 5 shows the impact
of derivative products by type on net interest income for the
second quarter and first six months of 1995.
Capital and Dividends
As of June 30, 1995, stockholders' equity was 8.50% of total
assets, compared to 7.96% at March 31. The unrealized gain or
loss on securities available for sale (SFAS 115 adjustment) is
reflected as an adjustment to stockholders' equity, net of the
tax effect. This adjustment was a $20.7 million net unrealized
gain at June 30, 1995, compared to a $17.4 million net unrealized
loss at March 31, 1995.
Regulatory ratios, including leverage, tier 1 and total capital,
are calculated excluding the effect of the SFAS 115 adjustment.
The regulatory leverage ratio was 8.14% as of June 30, 1995, and
8.06% at the end of last quarter. Table 6 presents FCC's risk-
based and other capital ratios as of June 30, 1995 and 1994 and
December 31, 1994. All ratios remain well above regulatory
minimums. Under present regulations, all five of FCC's banks are
classified as "well-capitalized."
The Parent Company's sources of funds to pay cash dividends on
its common and preferred stock are its net working capital and
the dividends it receives from the banks. At June 30, 1995, the
Parent Company had $92.8 million of net working capital.
Additionally, the Parent Company could receive dividends from the
banks without prior regulatory approval of $76.1 million, plus an
amount equal to the banks' adjusted net profits for the remainder
of the year.
<PAGE>
Credit Risk Management
Nonperforming Assets
Nonperforming assets were $33.8 million at the end of the second
quarter, compared to $18.2 million at March 31, 1995 and $26.1
million at June 30, 1994. FCC placed all loans related to a
riverboat casino project on nonaccrual during the second quarter,
leading to the increase from the first quarter. As a percent of
loans and foreclosed assets, nonperforming assets were .90% at
quarter-end, .51% at the end of the prior quarter and .88% at
June 30, 1994.
86% of nonperforming loans were contractually current or no
more than 30 days past due at the end of 1995's second quarter,
compared to 67% at March 31, 1995. Loans and leases past due 90
days or more and not on nonaccrual status were $13.9 million at
June 30, 1995, down $2.2 million from the prior quarter. Watch
list loans and foreclosed assets were $139.8 million at June 30,
1995, compared to $119.3 million at March 31, 1995. The increase
was mostly in the Type 3, or substandard, classification and
primarily reflected gaming-related loans. At June 30, 1995,
loans related to the gaming industry were $95 million, or 2.5% of
total loans.
Table 7 presents information on nonperforming assets, detailed
by type, as of June 30, 1995 and 1994 and December 31, 1994.
Allowance for Loan Losses
The allowance for loan losses was $58.4 million as of June 30,
1995, compared to $57.8 million at the end of last quarter. As a
percent of loans and leases, the allowance was 1.55% at the end
of this quarter, compared to 1.62% at March 31, 1995 and 2.06% at
June 30, 1994. Management believes that the allowance is
adequate to cover possible losses in the loan portfolio.
Net charge-offs as a percent of average loans were .27% for the
current quarter, compared to .26% last quarter and .03% in the
second quarter of 1994. The increase in net charge-offs from the
second quarter of 1994 primarily reflects the return to a lower
level of recoveries relative to gross charge-offs in 1995.
Recoveries as a percent of gross charge-offs were 51% for the
second quarter of 1995, compared to 92% in last year's second
quarter. For the second quarter, net charge-offs on credit card
loans were 2.4% of average credit card loans, compared to 2.1%
during last year's second quarter. Table 8 presents the activity
for the second quarters and first six months of 1995 and 1994.
<PAGE>
<TABLE>
<CAPTION>
TABLE 1. SUMMARY OF AVERAGE BALANCE SHEETS, NET INTEREST INCOME (FTE) <F1> AND INTEREST RATES
==================================================================================================================================
Second Quarter 1995 First Quarter 1995 Second Quarter 1994
__________________________________________________________________________________________________________________________________
Average Average Average
(dollars in thousands) Balance Interest Rate Balance Interest Rate Balance Interest Rate
__________________________________________________________________________________________________________________________________
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
EARNING ASSETS
Loans and leases $3,646,685 $ 82,994 9.13% $3,445,077 $ 76,554 8.99% $2,860,632 $ 61,427 8.61%
Securities
Taxable 2,523,293 41,709 6.62 2,558,139 40,070 6.31 2,984,343 38,170 5.12
Tax-exempt 93,496 2,441 10.44 97,950 2,621 10.71 95,162 2,588 10.88
__________________________________________________________________________________________________________________________________
Total securities 2,616,789 44,150 6.76 2,656,089 42,691 6.47 3,079,505 40,758 5.30
__________________________________________________________________________________________________________________________________
Interest-bearing deposits in banks 151 3 5.47 258 3 3.47 55,590 475 3.43
Federal funds sold and securities
purchased under resale agreements 19,860 308 6.22 53,434 769 5.84 15,569 159 4.11
Trading account securities 15,389 223 5.82 10,158 111 4.45 1,464 20 5.55
__________________________________________________________________________________________________________________________________
Total money market investments 35,400 534 6.04 63,850 883 5.61 72,623 654 3.62
__________________________________________________________________________________________________________________________________
Total earning assets 6,298,874 $127,678 8.12% 6,165,016 $120,128 7.88% 6,012,760 $102,839 6.85%
__________________________________________________________________________________________________________________________________
NONEARNING ASSETS
Other assets <F2> 643,266 614,420 614,880
Allowance for loan losses (57,998) (57,129) (64,738)
__________________________________________________________________________________________________________________________________
Total assets $6,884,142 $6,722,307 $6,562,902
==================================================================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
INTEREST-BEARING LIABILITIES
Interest-bearing deposits
NOW account deposits $ 890,532 $ 4,161 1.87% $ 940,037 $ 4,630 2.00% $ 891,520 $ 3,168 1.43%
Money market investment deposits 614,674 3,632 2.37 648,339 3,364 2.11 774,028 3,717 1.93
Savings and other consumer
time deposits 2,270,818 26,778 4.73 2,219,708 24,321 4.44 2,112,381 18,143 3.45
Time deposits $100,000 and over 639,551 8,983 5.63 566,048 7,402 5.31 391,014 3,508 3.60
__________________________________________________________________________________________________________________________________
Total interest-bearing deposits 4,415,575 43,554 3.96 4,374,132 39,717 3.68 4,168,943 28,536 2.75
__________________________________________________________________________________________________________________________________
Short-term borrowings 485,029 7,467 6.18 421,863 6,052 5.82 465,488 4,557 3.92
Long-term debt 88,654 2,768 12.52 88,717 2,739 12.53 89,349 2,768 12.43
__________________________________________________________________________________________________________________________________
Total interest-bearing liabilities 4,989,258 $ 53,789 4.32% 4,884,712 $ 48,508 4.03% 4,723,780 $ 35,861 3.04%
__________________________________________________________________________________________________________________________________
NONINTEREST-BEARING LIABILITIES
AND STOCKHOLDERS' EQUITY
Noninterest-bearing deposits 1,238,336 1,234,884 1,253,063
Other liabilities 84,634 80,705 69,404
Stockholders' equity 571,914 522,006 516,655
__________________________________________________________________________________________________________________________________
Total liabilities and
stockholders' equity $6,884,142 $6,722,307 $6,562,902
==================================================================================================================================
Net interest income (FTE)
and margin $ 73,889 4.70% $ 71,620 4.68% $ 66,978 4.46%
==================================================================================================================================
Net earning assets and spread $1,309,616 3.80% $1,280,304 3.85% $1,288,980 3.81%
==================================================================================================================================
Cost of funds 3.42% 3.19% 2.39%
==================================================================================================================================
<FN>
<F1> Based on a 35% tax rate.
<F2> Includes mark-to-market adjustment on securities available for sale.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
TABLE 1. SUMMARY OF AVERAGE BALANCE SHEETS, NET INTEREST INCOME (FTE) <F1> AND INTEREST RATES (continued)
========================================================================================================================
Six Months Ended Six Months Ended
June 30, 1995 June 30, 1994
________________________________________________________________________________________________________________________
Average Average
(dollars in thousands) Balance Interest Rate Balance Interest Rate
________________________________________________________________________________________________________________________
<S> <C> <C> <C> <C> <C> <C>
ASSETS
EARNING ASSETS
Loans and leases $3,546,437 $159,548 9.06% $2,824,366 $121,722 8.68%
Securities
Taxable 2,540,620 81,779 6.46 3,113,060 77,719 5.01
Tax-exempt 95,711 5,062 10.58 98,165 5,334 10.87
________________________________________________________________________________________________________________________
Total securities 2,636,331 86,841 6.62 3,211,225 83,053 5.19
________________________________________________________________________________________________________________________
Interest-bearing deposits in banks 204 4 4.25 64,506 1,083 3.39
Federal funds sold and securities purchased
under resale agreements 36,554 1,078 5.94 20,459 353 3.58
Trading account securities 12,788 335 5.28 1,606 43 5.39
________________________________________________________________________________________________________________________
Total money market investments 49,546 1,417 5.77 86,571 1,479 3.47
________________________________________________________________________________________________________________________
Total earning assets 6,232,314 $247,806 8.00% 6,122,162 $206,254 6.78%
________________________________________________________________________________________________________________________
NONEARNING ASSETS
Other assets <F2> 628,923 650,043
Allowance for loan losses (57,566) (67,245)
________________________________________________________________________________________________________________________
Total assets $6,803,671 $6,704,960
========================================================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
INTEREST-BEARING LIABILITIES
Interest-bearing deposits
NOW account deposits $ 915,148 $ 8,791 1.94% $ 919,521 $ 6,437 1.41%
Money market investment deposits 631,413 6,996 2.24 780,650 7,514 1.94
Savings and other consumer time deposits 2,245,405 51,099 4.59 2,110,919 35,662 3.41
Time deposits $100,000 and over 603,002 16,385 5.48 391,945 6,810 3.50
________________________________________________________________________________________________________________________
Total interest-bearing deposits 4,394,968 83,271 3.82 4,203,035 56,423 2.71
________________________________________________________________________________________________________________________
Short-term borrowings 453,620 13,519 6.01 557,563 9,398 3.40
Long-term debt 88,685 5,507 12.52 90,234 5,604 12.52
________________________________________________________________________________________________________________________
Total interest-bearing liabilities 4,937,273 $102,297 4.18% 4,850,832 $ 71,425 2.97%
________________________________________________________________________________________________________________________
NONINTEREST-BEARING LIABILITIES
AND STOCKHOLDERS' EQUITY
Noninterest-bearing deposits 1,236,619 1,254,317
Other liabilities 82,916 68,233
Stockholders' equity 546,863 531,578
________________________________________________________________________________________________________________________
Total liabilities and stockholders' equity $6,803,671 $6,704,960
========================================================================================================================
Net interest income (FTE) and margin $145,509 4.69% $134,829 4.42%
========================================================================================================================
Net earning assets and spread $1,295,041 3.82% $1,271,330 3.81%
========================================================================================================================
Cost of funds 3.31% 2.35%
========================================================================================================================
<FN>
<F1> Based on a 35% tax rate.
<F2> Includes mark-to-market adjustment on securities available for sale.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
TABLE 2. SUMMARY OF CHANGES IN NET INTEREST INCOME (FTE) <F1>
==================================================================================================================================
Second Quarter 1995 Second Quarter 1995
Compared to First Quarter 1995 Compared to Second Quarter 1994
__________________________________________________________________________________________________________________________________
Total Due to Due to Total Due to Due to
Increase Change in Change in Increase Change in Change in
(dollars in thousands) (Decrease) Volume Rate (Decrease) Volume Rate
__________________________________________________________________________________________________________________________________
<S> <C> <C> <C> <C> <C> <C>
EARNING ASSETS
Loans and leases $6,440 $4,557 $1,883 $21,567 $17,709 $ 3,858
Securities
Taxable 1,639 (552) 2,191 3,539 (6,493) 10,032
Tax-exempt (180) (117) (63) (147) (45) (102)
__________________________________________________________________________________________________________________________________
Total securities 1,459 (669) 2,128 3,392 (6,538) 9,930
__________________________________________________________________________________________________________________________________
Interest-bearing deposits in banks - (2) 2 (472) (743) 271
Federal funds sold and securities purchased
under resale agreements (461) (517) 56 149 52 97
Trading account securities 112 69 43 203 202 1
__________________________________________________________________________________________________________________________________
Total money market investments (349) (450) 101 (120) (489) 369
__________________________________________________________________________________________________________________________________
Total interest income $7,550 $3,438 $4,112 $24,839 $10,682 $14,157
==================================================================================================================================
INTEREST-BEARING LIABILITIES
Interest-bearing deposits
NOW account deposits $ (469) $ (237) $ (232) $ 993 $ (4) $ 997
Money market investment deposits 268 (181) 449 (85) (848) 763
Savings and other consumer time deposits 2,457 570 1,887 8,635 1,446 7,189
Time deposits $100,000 and over 1,581 1,007 574 5,475 2,897 2,578
__________________________________________________________________________________________________________________________________
Total interest-bearing deposits 3,837 1,159 2,678 15,018 3,491 11,527
__________________________________________________________________________________________________________________________________
Short-term borrowings 1,415 951 464 2,910 199 2,711
Long-term debt 29 (2) 31 - (22) 22
__________________________________________________________________________________________________________________________________
Total interest expense $5,281 $2,108 $3,173 $17,928 $ 3,668 $14,260
__________________________________________________________________________________________________________________________________
Change in net interest income (FTE) $2,269 $1,330 $ 939 $ 6,911 $ 7,014 $ (103)
==================================================================================================================================
<FN>
<F1> Based on a 35% tax rate.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
TABLE 2. SUMMARY OF CHANGES IN NET INTEREST INCOME (FTE) <F1> (continued)
====================================================================================
Six Months Ended June 30, 1995
Compared to Six Months Ended
June 30, 1994
____________________________________________________________________________________
Total Due to Due to
Increase Change in Change in
(dollars in thousands) (Decrease) Volume Rate
____________________________________________________________________________________
<S> <C> <C> <C>
EARNING ASSETS
Loans and leases $37,826 $32,285 $ 5,541
Securities
Taxable 4,060 (15,898) 19,958
Tax-exempt (272) (132) (140)
____________________________________________________________________________________
Total securities 3,788 (16,030) 19,818
____________________________________________________________________________________
Interest-bearing deposits in banks (1,079) (1,235) 156
Federal funds sold and securities purchased
under resale agreements 725 381 344
Trading account securities 292 293 (1)
____________________________________________________________________________________
Total money market investments (62) (561) 499
____________________________________________________________________________________
Total interest income $41,552 $15,694 $25,858
====================================================================================
INTEREST-BEARING LIABILITIES
Interest-bearing deposits
NOW account deposits $ 2,354 $ (31) $ 2,385
Money market investment deposits (518) (1,558) 1,040
Savings and other consumer time deposits 15,437 2,394 13,043
Time deposits $100,000 and over 9,575 4,677 4,898
____________________________________________________________________________________
Total interest-bearing deposits 26,848 5,482 21,366
____________________________________________________________________________________
Short-term borrowings 4,121 (2,015) 6,136
Long-term debt (97) (96) (1)
____________________________________________________________________________________
Total interest expense $30,872 $ 3,371 $27,501
____________________________________________________________________________________
Change in net interest income (FTE) $10,680 $12,323 $(1,643)
====================================================================================
<FN>
<F1> Based on a 35% tax rate.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
TABLE 3. INTEREST RATE SWAPS
==================================================================================================================================
Weighted Weighted
Average Average Rate Floating
Notional Maturity ____________ Rate Reset Underlying
(dollars in thousands) Amount (years) Receive Pay Index Frequency Asset/Liability
__________________________________________________________________________________________________________________________________
<S> <C> <C> <C> <C> <C> <C> <C>
Generic Swaps - receive floating/pay fixed $200,000 1.97 6.03% 5.85% LIBOR Quarterly U.S. Treasury Securities
Generic Swaps - receive fixed/pay floating 10,000 .03 5.74 6.25 LIBOR Quarterly Certificates of Deposit
Amortizing interest rate swaps -
receive fixed/pay floating 200,000 1.35 4.35 6.19 LIBOR Quarterly Certificates of Deposit
__________________________________________________________________________________________________________________________________
Total Interest Rate Swaps at June 30, 1995 $410,000 1.62 5.20% 6.02%
==================================================================================================================================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
TABLE 4. CHANGES IN DERIVATIVE PRODUCTS (NOTIONAL AMOUNTS)
========================================================================================================
Option Amortizing
Based Generic Interest Callable
(in thousands) Instruments Swaps Rate Swaps Swaps Total
________________________________________________________________________________________________________
<S> <C> <C> <C> <C> <C>
Balance, December 31, 1994 $450,000 $ 110,000 $200,000 $ 50,000 $ 810,000
Purchases - 200,000 - - 200,000
Terminations - (100,000) - (50,000) (150,000)
________________________________________________________________________________________________________
Balance, June 30, 1995 $450,000 $ 210,000 $200,000 $ - $ 860,000
========================================================================================================
</TABLE>
<TABLE>
<CAPTION>
TABLE 5. ANALYSIS OF DERIVATIVE PRODUCT INTEREST INCOME (EXPENSE)
========================================================================================================
Option Amortizing
Based Generic Interest Callable
(in thousands) Instruments Swaps Rate Swaps Swaps Total
________________________________________________________________________________________________________
<S> <C> <C> <C> <C> <C>
Three months ended June 30, 1995
Interest income (expense) $ 284 $ 11 $ (948) $ (173) $ (826)
Premium amortization (379) - - - (379)
________________________________________________________________________________________________________
Interest income (expense) $ (95) $ 11 $ (948) $ (173) $ (1,205)
========================================================================================================
Six months ended June 30, 1995
Interest income (expense) $ 580 $ (8) $ (1,782) $ (358) $ (1,568)
Premium amortization (631) - - - (631)
________________________________________________________________________________________________________
Interest income (expense) $ (51) $ (8) $ (1,782) $ (358) $ (2,199)
========================================================================================================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
TABLE 6. RISK-BASED CAPITAL AND CAPITAL RATIOS
======================================================================
June 30 December 31
(dollars in thousands) 1995 1994 1994
______________________________________________________________________
<S> <C> <C> <C>
Tier 1 capital $ 559,007 $ 548,020 $ 548,851
Tier 2 capital 133,194 124,318 129,970
______________________________________________________________________
Total capital $ 692,201 $ 672,338 $ 678,821
======================================================================
Risk-weighted assets $3,999,392 $3,202,328 $3,717,600
======================================================================
Ratios at end of period
Tier 1 capital 13.98% 17.11% 14.76%
Total capital 17.31% 21.00% 18.26%
Equity ratio 8.50% 7.84% 7.23%
Tangible equity ratio 8.23% 7.63% 7.02%
Leverage ratio 8.14% 8.33% 8.07%
======================================================================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
TABLE 7. NONPERFORMING ASSETS
========================================================================================================
June 30 December 31
(dollars in thousands) 1995 1994 1994
________________________________________________________________________________________________________
<S> <C> <C> <C>
Nonaccrual loans by type
Loans to individuals-residential mortgages $ 4,019 $ 4,358 $ 4,207
Loans to individuals-other 245 958 622
Commercial, financial and agricultural 16,259 1,632 910
Real estate-commercial mortgages 8,441 11,875 7,578
Real estate-other 2,904 164 227
Other - 13 -
________________________________________________________________________________________________________
31,868 19,000 13,544
________________________________________________________________________________________________________
Foreclosed assets
Other real estate 2,908 11,944 9,786
Other foreclosed assets 215 137 91
Allowance for losses on foreclosed assets (1,184) (4,938) (3,898)
________________________________________________________________________________________________________
1,939 7,143 5,979
________________________________________________________________________________________________________
Total nonperforming assets $33,807 $26,143 $19,523
========================================================================================================
Loans past due 90 days or more and not on nonaccrual status $13,900 $12,550 $10,310
========================================================================================================
End of period ratios
Nonperforming assets as a percent of loans and leases
plus foreclosed assets .90% .88% .58%
Allowance for loan losses as a percent of nonperforming loans 183.12% 321.38% 412.97%
Loans and leases past due 90 days or more and not on
nonaccrual status as a percent of loans and leases .37% .42% .30%
========================================================================================================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
TABLE 8. SUMMARY OF LOAN AND LEASE LOSS EXPERIENCE
============================================================================================================================
Three Months Ended Six Months Ended
June 30 June 30
============================================================================================================================
(dollars in thousands) 1995 1994 1995 1994
============================================================================================================================
<S> <C> <C> <C> <C>
Balance at beginning of period $57,828 $66,085 $55,933 $70,459
Purchased allowance - - 1,142 -
Provision charged to expense 2,956 (4,782) 5,963 (8,539)
Loans and leases charged to the allowance
Loans to individuals-residential mortgages 45 7 94 85
Loans to individuals-other 1,352 587 2,339 1,133
Commercial, financial and agricultural 137 154 558 430
Real estate-commercial mortgages 150 9 167 62
Credit card loans 3,258 2,241 6,095 4,744
____________________________________________________________________________________________________________________________
Total charge-offs 4,942 2,998 9,253 6,454
___________________________________________________________________________________________________________________________
Recoveries on loans and leases previously charged to the allowance
Loans to individuals-residential mortgages 166 220 387 714
Loans to individuals-other 494 444 944 868
Commercial, financial and agricultural 800 979 1,378 2,011
Real estate-commercial mortgages 294 103 434 403
Real estate-other 11 357 38 377
Credit card loans 746 655 1,377 1,217
Other 5 - 15 7
____________________________________________________________________________________________________________________________
Total recoveries 2,516 2,758 4,573 5,597
____________________________________________________________________________________________________________________________
Net charge-offs 2,426 240 4,680 857
____________________________________________________________________________________________________________________________
Balance at end of period $58,358 $61,063 $58,358 $61,063
============================================================================================================================
Gross annualized charge-offs as a percent of average loans and leases .54% .42% .52% .46%
Recoveries as a percent of gross charge-offs 50.91% 91.99% 49.42% 86.72%
Net annualized charge-offs as a percent of average loans and leases .27% .03% .26% .06%
Allowance for loan losses as a percent of loans and leases at end of period 1.55% 2.06% 1.55% 2.06%
============================================================================================================================
</TABLE>
<PAGE>
Part II: Other Information
Item 1. Legal Proceedings.
Legal proceedings involving FCC were previously reported in its
Annual Report on Form 10-K for the year ended December 31, 1994.
There have been no material developments since that filing.
Item 2. Changes in Securities.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote of Security Holders.
(a) The annual meeting of the stockholders of FCC (the
"Meeting") was held on April 17, 1995.
(b) and (c)
BROKER
SUBMISSION OF MATTERS FOR AGAINST * ABSTAIN NONVOTE
______________________________________________________________________
I. DIRECTORS ELECTED
Ian Arnof 21,589,254 1,077,824 0 0
James J. Bailey III 21,602,237 1,064,841 0 0
John W. Barton 21,591,400 1,075,678 0 0
Sydney J. Besthoff III 21,574,079 1,092,999 0 0
Robert H. Bolton 21,584,873 1,082,205 0 0
Frances B. Davis 21,592,841 1,074,237 0 0
Laurance Eustis, Jr. 21,586,907 1,080,171 0 0
William P. Fuller 21,592,607 1,074,471 0 0
Arthur Hollins III 21,606,462 1,060,616 0 0
F. Ben James, Jr. 21,606,363 1,060,715 0 0
Erik F. Johnsen 21,593,033 1,074,045 0 0
J. Merrick Jones, Jr. 21,606,589 1,060,489 0 0
Edwin Lupberger 21,428,831 1,238,247 0 0
Hermann Moyse, Jr. 21,591,318 1,075,760 0 0
O. Miles Pollard, Jr. 21,606,559 1,060,519 0 0
G. Frank Purvis, Jr. 21,580,776 1,086,302 0 0
Edward M. Simmons 21,591,895 1,075,183 0 0
H. Leighton Steward 21,606,575 1,060,503 0 0
J. B. Storey 21,581,213 1,085,865 0 0
Robert A. Weigle 21,606,519 1,060,559 0 0
______________________________________________________________________
II. Amendment and
restatement of FCC's
Supplemental Tax-Deferred
Savings Plan 21,165,341 332,266 1,169,471 0
______________________________________________________________________
* With respect to the election of directors, amounts shown
reflect shares as to which authority to vote was withheld.
<PAGE>
Item 5. Other Information.
None.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits:
3(ii) - Amended and restated FCC By-laws dated May 15, 1995.
4.1 - Indenture between FCC and Republic Bank Dallas, N.A. (now
NationsBank of Texas, N.A.), Trustee, including the form of
12 3/4% Convertible Debenture due 2000, Series A included as
Exhibit 4.1 to FCC's Annual Report on Form 10-K for the year
ended December 31, 1985 and incorporated herein by
reference.
4.2 - Indenture between FCC and Republic Bank Dallas, N.A. (now
NationsBank of Texas, N.A.), Trustee, including the form of
12 3/4% Convertible Debenture due 2000, Series B included as
Exhibit 4.2 to FCC's Annual Report on Form 10-K for the year
ended December 31, 1985 and incorporated herein by
reference.
11 - Computation of Earnings Per Share
15 - Letter regarding unaudited interim financial information -
Report of Independent Public Accountants on page 15 of
Part I, Item 1.
27 - Financial Data Schedule
(b) Reports on Form 8-K.
A report on Form 8-K dated March 3, 1995, was filed by the
registrant reporting Item 2, Acquisition of Assets. The report
contained information regarding the consummation of FCC's
acquisition of First Bancshares, Inc.
A report on Form 8-K/A filed on April 3, 1995 amended the Form 8-K
filed on March 3, 1995. The report contained the following:
(1) Consolidated Financial Statements of First Bancshares, Inc.
and subsidiary:
Report of Independent Public Accountant
Consolidated Balance Sheet as of December 31, 1994
Consolidated Statement of Income for the year ended
December 31, 1994
Consolidated Statement of Shareholders' Equity for
the year ended December 31, 1994
Consolidated Statement of Cash Flows for the year
ended December 31, 1994
Notes to Consolidated Financial Statements
<PAGE>
Item 6, Continued
(2) First Commerce Corporation Pro Forma Condensed Combined
Financial Statements (Unaudited):
Pro Forma Condensed Combined Balance Sheet as of
December 31, 1994
Pro Forma Condensed Combined Statements of Income for
the years ended December 31, 1994, 1993 and 1992
Notes to the Pro Forma Condensed Combined Financial
Statements
A report on Form 8-K dated May 8, 1995, was filed by the registrant
reporting Item 5, Other Events. This report included supplemental
consolidated financial statements of FCC and Subsidiaries which
had been restated to reflect the pooling-of-interests with First
Bancshares, Inc. as follows:
Report of Independent Public Accountant
Supplemental Consolidated Balance Sheets as of December 31,
1994 and 1993
Supplemental Consolidated Statements of Income for the years
ended December 31, 1994, 1993 and 1992
Supplemental Consolidated Statements of Stockholders' Equity
for the years ended December 31, 1994, 1993 and 1992
Supplemental Consolidated Statements of Cash Flows for the
years ended December 31, 1994, 1993, and 1992
Notes to the Supplemental Consolidated Financial Statements
A report on Form 8-K dated June 2, 1995, was filed by the
registrant reporting Item 5, Other Events. This report contained
information regarding a definitive agreement to merge Central
Corporation of Monroe, Louisiana into FCC as follows:
(1) Interim Consolidated Financial Statements of Central
Corporation (Unaudited):
Consolidated Statement of Condition as of March 31, 1995
Consolidated Statements of Income for the quarters ended
March 31, 1995 and 1994
Consolidated Statements of Cash Flows for the quarters
ended March 31, 1995 and 1994
Notes to Consolidated Financial Statements
<PAGE>
Item 6, continued
(2) Consolidated Financial Statements of Central Corporation:
Consolidated Statements of Condition as of December 31,
1994 and 1993
Consolidated Statements of Income for the years ended
December 31, 1994, 1993 and 1992
Consolidated Statements of Cash Flows for the years
ended December 31, 1994, 1993 and 1992
Consolidated Statements of Changes in Stockholders'
Equity for the years ended December 31, 1994, 1993
and 1992
Notes to Consolidated Financial Statements
Independent Auditors' Report
(3) First Commerce Corporation Pro Forma Condensed Combined
Financial Information (Unaudited):
Pro Forma Condensed Combined Balance Sheet as of March
31, 1995
Pro Forma Condensed Combined Statement of Income for
the three months ended March 31, 1995
Pro Forma Condensed Combined Statements of Income for
the years ended December 31, 1994, 1993 and 1992
Notes to Pro Forma Condensed Combined Financial
Statements
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
First Commerce Corporation
(Registrant)
Date: August 14, 1995 By: /s/ Thomas L. Callicutt, Jr.
_____________________________
Thomas L. Callicutt, Jr.
Senior Vice President,
Controller and Principal
Accounting Officer
AMENDED AND RESTATED BY-LAWS
OF
FIRST COMMERCE CORPORATION
May 15, 1995
Section 1. OFFICES
1.1. Principal Office. The principal office shall be located at
210 Baronne Street, New Orleans, Louisiana.
1.2. Additional Offices. The Corporation may have such offices
at such other places as the Board of Directors or President and
Chief Executive Officer may from time to time determine or the
business of the Corporation may require.
Section 2. SHAREHOLDERS' MEETINGS
2.1. Time and Place. Unless otherwise required by law or these By-
laws, all meetings of shareholders shall be held in the Board
Room at the Corporation's principal office or at such other
place, within or without the State of Louisiana, as may be
designated by the Board of Directors.
2.2. Annual Meeting. An annual meeting of the shareholders shall
be held on the third Monday of April in each year, or if such day
is a legal holiday, then on the next succeeding day not a legal
holiday, at 9:00 A.M., local time, or on such other date or at
such other time as the Board of Directors shall designate, for
the purpose of electing directors and for the transaction of such
other business as may properly be brought before the meeting. If
no annual shareholders' meeting is held for a period of eighteen
months, any shareholder may call such meeting to be held at the
registered office of the Corporation as shown on the records of
the Secretary of State of Louisiana.
2.3. Special Meetings. Special meetings of the shareholders, for
any purpose or purposes, unless otherwise prescribed by law or
the Articles of Incorporation, may be called by the Board of
Directors or the President and Chief Executive Officer. At any
time, upon the written request of a majority of the Board of
Directors or of any shareholder or shareholders holding in the
aggregate a majority of the total voting power, the Secretary
shall call a special meeting of shareholders to be held at the
registered office of the Corporation at such time as the
Secretary may fix, not less than fifteen nor more than sixty days
after the actual receipt of the request. Such request shall state
the purposes of the proposed special meeting, and the business
conducted at such special meeting shall be limited to the
purposes stated in such request.
2.4. Notice of Meetings. Except as otherwise provided by law, the
authorized person or persons calling a shareholders' meeting
shall cause written notice of the time, place and purpose of the
meeting to be given to all shareholders entitled to vote at such
meeting at least ten days and not more than sixty days prior to
the day fixed for the meeting. Notice of the annual meeting need
not state the purpose thereof, unless action is to be taken at
the meeting as to which notice is required by law or these By-
laws. Notice of a special meeting shall state the purpose or
purposes thereof, and the business conducted at any special
meeting shall be limited to the purposes stated in the notice.
2.5. List of Shareholders. At every meeting of shareholders, a
list of shareholders entitled to vote, arranged alphabetically
and certified by the Secretary or by the agent of the Corporation
having charge of transfers of shares, showing the number and
class of shares held by each such shareholder on the record date
for the meeting, shall be produced on the request of any
shareholder.
2.6. Quorum. Except as otherwise provided by law or the Articles
of Incorporation, the presence, in person or by proxy, of the
holders of a majority of the total voting power shall constitute
a quorum at all meetings of the shareholders.
2.7. Withdrawal. The shareholders present or represented at a duly
organized meeting shall constitute a quorum and may continue to
do business until adjournment, notwithstanding the withdrawal of
enough shareholders to leave less than a quorum as fixed in
Section 2.6 hereof, or the refusal of any shareholders present to
vote.
2.8. Voting. Each shareholder shall have one vote for each share
of stock having voting power registered in his name on the books
of the Corporation on the record date for the determination of
shareholders entitled to vote. When a quorum is present at any
meeting, the vote of the holders of a majority of the voting
power present in person or represented by proxy shall decide any
question brought before such meeting, unless the question is one
upon which, by express provision of law or the Articles of
Incorporation, a different vote is required, in which case such
express provision shall govern and control the decision of such
question. Directors shall be elected by plurality vote.
2.9. Proxies. At any meeting of the shareholders, every
shareholder having the right to vote shall be entitled to vote in
person or by proxy appointed by an instrument in writing
subscribed by such shareholder and bearing a date not more than
eleven months prior to the meeting, unless such instrument
validly provides for some other definite period; provided,
however, that no proxy shall be valid for longer than three
years. The aforesaid proxy need not be a shareholder of the
Corporation.
2.10. Adjournments. Adjournments of any annual or special meeting
of shareholders may be taken without new notice being given
unless a new record date is fixed for the adjourned meeting, but
any meeting at which directors are to be elected shall be
adjourned only from day to day until such directors shall have
been elected.
2.11. Lack of Quorum. If a meeting cannot be organized because a
quorum has not attended, those present may adjourn the meeting to
such time and place as they may determine, subject, however, to
the provisions of Section 2.10 hereof. In the case of any meeting
called for the election of directors, those who attend the second
of such adjourned meetings, although less than a quorum as fixed
in Section 2.6 hereof, shall nevertheless constitute a quorum for
the purpose of electing directors.
Section 3. DIRECTORS
3.1. Number. The number of authorized directors shall be twenty;
provided that if after proxy materials for any annual meeting of
shareholders are mailed to shareholders any person named therein
to be nominated at the direction of the Board of Directors
becomes unable or unwilling to serve, the foregoing number of
authorized directors shall be automatically reduced by a number
equal to the number of such persons; and provided further that
upon the consummation of any transaction involving the
acquisition by the Corporation, directly or indirectly, of
another financial institution ("Target Company"), where the
acquisition agreement with respect thereto provides that
designees of the Target Company shall become members of the Board
of Directors, the number of authorized directors shall be
increased automatically by the number of such designees.
3.2. General Powers; Election. All of the corporate powers shall
be vested in, and the business and affairs of the Corporation
shall be managed by, the Board of Directors. The Board of
Directors may exercise all such powers of the Corporation and do
all such lawful acts and things which are not by law, the
Articles of Incorporation or these By-laws directed or required
to be done by the President and Chief Executive Officer or the
shareholders. Directors shall be elected at the annual meeting of
shareholders and shall hold office for one year or until their
successors are chosen and have qualified.
3.3. Vacancies. Except as otherwise provided in the Articles of
Incorporation or these By-laws, (a) the office of a director
shall become vacant if he dies, resigns, or is removed from
office, and (b) the Board of Directors may declare vacant the
office of a director if (i) he is interdicted or adjudicated an
incompetent, (ii) an action is filed by or against him, or any
entity of which he is employed as his principal business
activity, under the bankruptcy laws of the United States, (iii)
in the sole opinion of the Board of Directors he becomes
incapacitated by illness or other infirmity so that he is unable
to perform his duties for a period of six months or longer, or
(iv) he ceases at any time to have the qualifications required by
law, the Articles of Incorporation or these By-laws. The
remaining directors may, by a majority vote, fill any vacancy on
the Board of Directors (including any vacancy resulting from an
increase in the authorized number of directors, or from the
failure of the shareholders to elect the full number of
authorized directors) for an unexpired term; provided that the
shareholders shall have the right at any special meeting called
for such purpose prior to action by the Board of Directors to
fill the vacancy.
3.4. Eligibility for Nomination or Election. No person shall be
eligible for nomination or election as a director who:
(1) shall have attained the age of 72 years, provided that any
person who on April 16, 1990 was a director of the Corporation
may continue to be nominated and elected, or
(2) while a director of the Corporation was absent during his
annual term of office from more than one-third of the aggregate
number of meetings of the Board of Directors and Committees of
which he was a member, unless the failure to so attend resulted
from illness or other reason determined by the Executive
Committee of the Corporation to excuse such failure to attend;
provided that nothing herein shall be deemed to be in derogation
of the power of the Board of Directors to declare the office of a
director vacant as provided in Section 3.3(b).
3.5. Chairman of the Board. At the first meeting of each newly-
elected Board of Directors, or at such other time when there
shall be a vacancy, the Board of Directors shall elect one of its
members as Chairman of the Board to serve at the pleasure of the
Board of Directors. The Chairman of the Board shall, if present,
open and close all meetings of the Board of Directors and the
shareholders, shall preside at all meetings of the Board of
Directors in the absence of the President and Chief Executive
Officer, shall be authorized to call special meetings of the
Board of Directors as provided in Section 4.4, and shall have
such other powers and duties as may be prescribed by the Board of
Directors. The Board of Directors may determine the compensation
of the Chairman of the Board, except that if the Chairman of the
Board is also an officer of the Corporation, his compensation as
such shall be determined in the same manner as provided in these
By-laws for officers of the Corporation other than the President
and Chief Executive Officer.
Section 4. MEETINGS OF THE BOARD OF DIRECTORS
4.1. Place of Meetings. The meetings of the Board of Directors
shall be held in the Board Room at the Corporation's principal
office or at such other place within or without the State of
Louisiana as the Board of Directors may from time to time appoint
or as may be fixed in the notice of a special meeting given
pursuant to Section 4.4 hereof.
4.2. Annual Meeting. The first meeting of each newly- elected
Board of Directors shall be held following and on the same day as
the annual shareholders' meeting in the Board Room at the
Corporation's principal office or at such other place as the
Board of Directors may determine, and no notice of such first
meeting shall be necessary to the newly-elected directors in
order legally to constitute the meeting.
4.3. Regular Meeting; Notice. Regular meetings of the Board of
Directors shall be held at 1:00 P.M., New Orleans time, on the
third Monday of February, May, August, November and December, but
the Board may at any regular or special meeting change the date
of any next succeeding regular meeting. Notice of regular
meetings of the Board of Directors shall not be required.
4.4. Special Meetings; Notice. Special meetings of the Board of
Directors may be called by the Authorized Person on two days
notice given to each director, either personally or by telephone,
mail or telegram. Special meetings shall be called by the
Authorized Person in like manner and on like notice on the
written request of a majority of the Board of Directors and, if
the Authorized Person fails or refuses or is unable to call a
special meeting within twenty-four hours of such request, then a
majority of the Board of Directors may call the special meeting
on two days notice given to each director. As used in this
Section 4.4, the term "Authorized Person" shall mean the
President and Chief Executive Officer or, in the event of a
vacancy in the position of President and Chief Executive Officer
or the incapacity for an extended period of time, by reason of
illness or injury, of the person serving as President and Chief
Executive officer to perform the duties of his office for an
extended period, the Chairman of the Board.
4.5. Quorum: Adjournments. A majority of the Board of Directors
shall be necessary to constitute a quorum for the transaction of
business, and except as otherwise provided by law or these By-
laws, the acts of a majority of the directors present at a
meeting at which a quorum is present shall be the acts of the
Board of Directors. If a quorum is not present at any meeting of
the Board of Directors, the directors present may adjourn the
meeting from time to time, without notice other than announcement
at the meeting, until a quorum is present.
4.6. Withdrawal. If a quorum is present when a meeting of the
Board of Directors or a committee thereof is convened, the
directors present may continue to do business, taking action by
vote of a majority of a quorum, until adjournment,
notwithstanding the withdrawal of enough directors to leave less
than a quorum, or the refusal of any director present to vote.
4.7. Action by Consent. Any action which may be taken at a meeting
of the Board of Directors or any committee thereof may be taken
by a consent in writing signed by all of the directors or by all
members of the committee, as the case may be, and filed with the
records of proceedings of the Board of Directors or committee.
4.8. Meeting by Telephone or Similar Communications. Members of
the Board of Directors may participate at and be present at any
meeting of the Board of Directors or any committee thereof by
means of conference telephone or similar communications equipment
if all persons participating in such meeting can hear and
communicate with each other. Participation in a meeting pursuant
to this Section 4.8 shall constitute presence in person at such
meeting, except where a person participates in the meeting for
the express purpose of objecting to the transaction of any
business on the ground that the meeting is not lawfully called or
commenced.
4.9. Compensation. Directors who are not salaried officers of the
Corporation or any of its subsidiaries shall be entitled to such
compensation for their services as directors, and all directors
shall be entitled to such reimbursement for any reasonable
expenses incurred in attending meetings of the Board of Directors
or any committee thereof, as may from time to time be determined
by the Board of Directors.
Section 5. COMMITTEES OF THE BOARD OF DIRECTORS
5.1. Designation. The Board of Directors may designate one or more
committees, each committee to consist of not less than three
directors of the Corporation (and one or more directors may be
named as alternate members to replace any absent or disqualified
regular members), which, to the extent provided by resolution of
the Board of Directors or these By-laws, shall have and may
exercise the powers of the Board of Directors in the management
of the business and affairs of the Corporation. The members of
each committee shall be nominated by the President and Chief
Executive Officer and approved by the Board of Directors, and, in
a similar manner, one of the members of each committee shall be
selected as its Chairman, who shall be authorized to call all
meetings of such committee, to preside at all such meetings and
to appoint a Secretary (who may be an officer of the Corporation
or any of its subsidiaries) to keep regular minutes of its
meetings and report the same to the Board of Directors when
required. Such committee or committees shall have such name or
names as may be stated in these By-laws, or as may be determined,
from time to time, by the Board of Directors. Any vacancy
occurring in any such committee shall be filled in the same
manner as appointments are made, but the President and Chief
Executive Officer may designate another director to serve on the
committee pending action by the Board of Directors. Each such
committee shall hold office during the term of the Board of
Directors constituting it, unless otherwise ordered by the Board
of Directors.
5.2. Executive Committee. The Executive Committee, one of the
members of which shall be the President and Chief Executive
Officer, shall meet as necessary in order to perform the duties
provided for in this Section 5.2. The functions of the Executive
Committee shall be to:
(a) Exercise any of the powers of the Board of Directors not
otherwise delegated to it under these By-laws or a resolution of
the Board of Directors, by the unanimous consent of its members,
when it is determined by such unanimous consent that because of
the nature of the particular situation it is not possible or
practical to convene the full Board of Directors.
(b) Make recommendations to the Board of Directors concerning
special projects or policies including, but not limited to,
acquisition situations, dividend policies and stock splits.
(c) Perform an initial evaluation of all candidates for membership
to the Boards of Directors of the Corporation and its banking
subsidiaries.
(d) Approve, and adopt resolutions granting authority to officers
of the Corporation to enter into, perform and enforce, agreements
on behalf of the Corporation related to the acquisition of failed
or failing financial institutions or affiliates thereof, or to
the acquisition of any financial institution or other entity
where the consideration to be paid to the shareholders of such
entity does not exceed the greater of one million shares of the
common stock of the Corporation, or the market value of one
million shares of the common stock of the Corporation determined
as of the close of business on the day before the date of
adoption of the resolutions with respect to such acquisition.
(e) Review and approve any and all proposed employment or
employment related contracts between the Corporation or a
subsidiary of the Corporation and an employee of any financial
institution or other entity proposed to be acquired by the
Corporation or a subsidiary of the Corporation.
(f) Assure that plans for the succession of senior management
personnel have been developed by the President and Chief
Executive Officer.
5.3. Audit Committee. The Audit Committee shall be chosen from
those directors who are not officers of the Corporation or any of
its subsidiaries. The functions of the Audit Committee shall be
to:
(a) Make recommendations to the Board of Directors concerning the
selection or retention of the Corporation's independent auditors.
(b) Consult with the chosen independent auditors with regard to
the plan of the audit.
(c) Consult with the chief internal auditor directly on any matter
the Committee or the chief internal auditor deems appropriate in
connection with carrying out their functions.
(d) Determine the compensation of the senior internal auditing
personnel and approve the termination of any member of the
internal auditing staff.
(e) Review (i) the results of audits of the Corporation by its
independent auditors and the Federal Reserve Board, and (ii) the
report of the Examining Committees of the subsidiaries of the
Corporation regarding their reviews of the scope and results of
internal audits and the results of regulatory examinations.
(f) Discuss with the Corporation's management its responses to the
reports and recommendations emanating from internal and external
audits.
(g) Report to the Board of Directors concerning the results of its
reviews.
5.4 Compensation Committee. The Compensation Committee shall be
chosen from those directors who are both (i) "disinterested
persons" within the meaning of Rule 16b-3 of the Securities and
Exchange Commission, as amended from time to time, and (ii)
"outside directors" of the Corporation within the meaning of
Section 162(m)(4)(c)(i) of the Internal Revenue Code, as amended
from time to time. The functions of the Compensation Committee
shall be to
(a) Determine from time to time the compensation of the President
and Chief Executive Officer and of any other officer whose salary
and bonus would exceed 80% of the salary and bonus of the
President and Chief Executive Officer.
(b) Review the evaluations of the Corporation's senior management
conducted by the President and Chief Executive Officer.
(c) Except as provided in Section 5.2(e), review and approve any
and all proposed employment or employment related contracts
between the Corporation or a subsidiary of the Corporation and an
employee or prospective employee of the Corporation or a
subsidiary of the Corporation.
(d) Administer the Corporation's stock option plan and 1992 Stock
Incentive Plan, with the powers and responsibilities provided for
in such plans.
Section 6. NOTICES
6.1. Form of Delivery. Whenever under the provisions of law, the
Articles of Incorporation or these By-laws, notice is required to
be given to any director or shareholder, it shall not be
construed to mean personal notice unless otherwise specifically
provided in the Articles of Incorporation or these By-laws, but
said notice may be given by mail, addressed to such director or
shareholder at his address as it appears on the records of the
Corporation, with postage thereon prepaid. Such notices shall be
deemed to be given at the time they are deposited in the United
States mail. Notice to a director pursuant to Section 4.4 hereof
may also be given personally or by telephone or telegram sent to
his address as it appears on the records of the Corporation.
6.2. Waiver. Whenever any notice is required to be given by law,
the Articles of Incorporation or these By-laws, a waiver thereof
in writing signed by the person or persons entitled to said
notice, whether before or after the time stated therein, shall be
deemed equivalent thereto. In addition, notice shall be deemed to
have been given to, or waived by, any shareholder or director who
attends a meeting of shareholders or directors in person, or is
represented at such meeting by proxy, without protesting at the
commencement of the meeting the transaction of any business
because the meeting is not lawfully called or convened.
Section 7. OFFICERS
7.1. Designations. The officers of the Corporation shall be a
President and Chief Executive Officer, a Secretary and a
Treasurer, and may be one or more of the following: Senior
Executive Vice President, Executive Vice President, Senior Vice
President, Vice President, Assistant Secretary and Assistant
Treasurer. Any two offices may be held by the same person,
provided that no person holding more than one office may sign, in
more than one capacity, any certificate or other instrument
required by law to be signed by two officers. No officer other
than the President and Chief Executive Officer need be a
director.
7.2. Appointment of Certain Officers. At the first meeting of each
newly-elected Board of Directors, or at such other time when
there shall be a vacancy, the Board of Directors shall select one
of its members as President and Chief Executive Officer, and
shall also select a Secretary and a Treasurer, each of whom shall
serve for one year or until his successor is elected and has
qualified.
7.3. Appointment of Other Officers. As soon as practicable after
his selection, the President and Chief Executive Officer may
appoint one or more of each of the following officers: Senior
Executive Vice President, Executive Vice President, Senior Vice
President, Vice President, Assistant Secretary and Assistant
Treasurer, and shall reasonably inform the Board of Directors of
such appointees and of terminations and resignations. The
President and Chief Executive Officer may also appoint such other
officers, employees and agents of the Corporation as he may deem
necessary; or he may vest the authority to appoint any such other
officers, employees and agents in such other of the officers of
the Corporation as he deems appropriate, subject in all cases to
his direction. Subject to these By-laws, all of the officers,
employees and agents of the Corporation shall hold their offices
or positions at the pleasure of the Board of Directors or the
President and Chief Executive Officer.
7.4. Compensation. The salary and any bonus of the President and
Chief Executive Officer shall be fixed by the Compensation
Committee. The salaries and bonuses of all other officers and
employees of the Corporation shall be fixed from time to time by
the President and Chief Executive Officer, except that no officer
or employee may be paid a salary and bonus in excess of 80% of
the salary and bonus of the President and Chief Executive Officer
without the approval of the Compensation Committee. No officer
shall be prevented from receiving such salary or bonus by reason
of the fact that he is also a director of the Corporation.
7.5. Employment Contracts. The Corporation is prohibited from
entering into any employment or employment related contracts
without the prior review and approval of such contracts by the
Executive Committee, in the case of contracts of the type
specified in Section 5.2(e), or the Compensation Committee in the
case of contracts of the type specified in Section 5.4(d).
7.6. Removal. Any officer or employee of the Corporation may be
removed, with or without cause, at any time by the action of the
Board of Directors or the President and Chief Executive Officer,
but such removal shall not prejudice the contract rights, if any,
of the person so removed. Any vacancy occurring in any office of
the Corporation other than his own may be filled by the President
and Chief Executive Officer.
7.7. Duties and Powers of Officers. The duties and powers of the
officers of the Corporation shall be as provided in these By-
laws, or as provided for pursuant to these By-laws, or as shall
be specified from time to time by the President and Chief
Executive Officer, or (except to the extent inconsistent with
these By-laws, or with any provision made pursuant hereto) shall
be those customarily exercised by corporate officers holding such
offices.
7.8. The President and Chief Executive Officer. The President and
Chief Executive Officer shall be the chief executive officer of
the Corporation and, subject to the direction of the Board of
Directors, shall have general charge of the business, affairs and
property of the Corporation and general supervision over its
officers, employees, and agents. In general, he shall perform all
duties incident to the office of President, and shall see that
all orders and resolutions of the Board of Directors are carried
into effect. He may delegate any of his authority to any other
officer of the Corporation, and he or any other officer of the
Corporation appointed or designated by him may execute bonds,
notes and other evidences of indebtedness, mortgages, contracts,
leases, agreements and other instruments except where such
documents are required by law to be otherwise signed and
executed, and except where the signing and execution thereof
shall be exclusively delegated to some other officer or employee
of the Corporation by the Board of Directors. He shall preside at
all meetings of shareholders and of the Board of Directors. He
shall have the authority to vote all shares owned by the
Corporation in any other corporation (including but not limited
to any subsidiary of the Corporation) and to otherwise exercise
all of the rights afforded shareholders of such other
corporations, in whatever manner he may, in his discretion, deem
in the best interest of the Corporation. He may give general
authority to any other officer to affix the seal of the
Corporation and to attest the affixing by his signature.
Whenever the consent of the Corporation is required under the
Articles of Incorporation or Association or By-laws of any
affiliate of the Corporation, such consent may be given by him or
any officer of the Corporation designated by him, and the giving
of such consent shall constitute the consent of the Corporation.
He may cause the Corporation or any subsidiary of the corporation
to engage in any business activity permitted to bank holding
companies and their subsidiaries, and may form or cause to be
formed subsidiary corporations or other entities to engage in
such business.
7.9. The Secretary. The Secretary shall have such duties and
powers as those customarily exercised by persons holding the
office of Secretary and, except as otherwise provided by law or
these By-laws, such duties and powers as shall be specified from
time to time by the President and Chief Executive Officer.
7.10. The Assistant Secretary. The Assistant Secretary, if any
(or, in the event there be more than one, the Assistant
Secretaries in the order determined by the President and Chief
Executive Officer, or in the absence of any designation, then in
the order of their appointment), shall, in the absence of the
Secretary or, in the event of his inability or refusal to act,
perform the duties and exercise the powers of the Secretary and
shall perform such other duties and have such other powers as
these By- laws or the President and Chief Executive Officer may
from time to time prescribe.
7.11. The Treasurer. Except as otherwise provided by law or these
By-laws, the Treasurer shall have such duties and powers as shall
be specified from time to time by the President and Chief
Executive Officer.
7.12. The Assistant Treasurer. The Assistant Treasurer, if any
(or, if there shall be more than one, the Assistant Treasurers in
the order determined by the President and Chief Executive
Officer, or in the absence of any designation, then in order of
their appointment), shall, in the absence of the Treasurer or, in
the event of his inability or refusal to act, perform the duties
and exercise the powers of the Treasurer, and shall perform such
other duties and have such other powers as the President and
Chief Executive Officer may from time to time prescribe.
Section 8. STOCK
8.1. Certificates. Every holder of stock in the Corporation shall
be entitled to have a certificate signed by the President and
Chief Executive Officer and the Treasurer or the Secretary or an
Assistant Secretary of the Corporation evidencing the number and
class (and series, if any) of shares owned by him, containing
such information as required by law and bearing the seal of the
Corporation, if any. If any stock certificate is manually signed
by a transfer agent or registrar other than the Corporation
itself or an employee of the Corporation, the signature of any
such officer may be a facsimile. In case any officer, transfer
agent or registrar who has signed or whose facsimile signature
has been placed upon a certificate shall have ceased to be such
officer, transfer agent or registrar before such certificate is
issued, it may be issued by the Corporation with the same effect
as if he were such officer, transfer agent or registrar at the
date of issue.
8.2. Missing Certificates. The President and Chief Executive
Officer or the Board of Directors may direct a new certificate or
certificates to be issued in place of any certificate or
certificates theretofore issued by the Corporation alleged to
have been lost, stolen or destroyed, upon the making of an
affidavit of that fact by the person claiming the certificate of
stock to be lost, stolen or destroyed. When authorizing such
issue of a new certificate or certificates, the President and
Chief Executive Officer or the Board of Directors may, in their
discretion and as a condition precedent to the issuance thereof,
require the owner of such lost, stolen or destroyed certificate
or certificates, or his legal representative, to advertise the
same in such manner as he or it shall require and/or to give a
bond in such sum as he or it may deem appropriate as indemnity
against any claim that may be made against the Corporation or any
other person with respect to the certificate claimed to have been
lost, stolen or destroyed.
8.3. Registration of Transfers. Upon surrender to the Corporation
or any transfer agent of the Corporation of a certificate for
shares duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, it shall be the
duty of the Corporation to issue a new certificate to the person
entitled thereto, to cancel the old certificate and to record the
transaction upon its books.
Section 9. DETERMINATION OF SHAREHOLDERS
9.1. Record Date. In order that the Corporation may determine
shareholders entitled to notice of and to vote at a meeting of
shareholders or any adjournment thereof, or to receive payment of
any dividend or other distribution or allotment of any rights, or
to exercise any right in respect of any exchange, conversion or
exchange of shares, or to participate in a reclassification of
stock, or in order to make a determination of shareholders for
any other proper purpose, the Board of Directors may fix in
advance a record date for determination of shareholders for such
purpose, such date to be not more than sixty days and, if fixed
for the purpose of determining shareholders entitled to notice of
and to vote at a meeting, not less than ten days, prior to the
date on which the action requiring the determination of
shareholders is to be taken. Except as the Board of Directors may
provide otherwise, if no record date is fixed for the purpose of
determining shareholders (a) entitled to notice of and to vote at
a meeting, the close of business on the day before the notice of
the meeting is mailed, or, if notice is waived, the close of
business on the day before the meeting, shall be the record date
for such purpose, or (b) for any other purpose, the close of
business on the day on which the Board of Directors adopts the
resolution relating thereto shall be the record date for such
purpose. A determination of shareholders of record entitled to
notice of or to vote at a meeting of shareholders shall apply to
any adjournment of the meeting; provided, however, that the Board
of Directors may fix a new record date for the adjourned meeting.
9.2. Registered Shareholders. Except as otherwise required by law,
the Corporation and its directors, officers and agents, shall be
entitled to recognize and treat a person registered on its books
as the owner of shares, as the owner in fact thereof for all
purposes, and as the person exclusively entitled to have and to
exercise all rights and privileges incident to the ownership of
such shares, and the rights under this Section 9.2 shall not be
affected by any actual or constructive notice which the
Corporation, or any of its directors, officers, employees or
agents, may have to the contrary.
Section 10. MISCELLANEOUS
10.1. Checks. All checks or demands for money and notes of the
Corporation shall be signed by such officer or officers or such
other person or persons as the Board of Directors or the
President and Chief Executive Officer may from time to time
designate.
10.2. Investment Accounts. The President and Chief Executive
Officer and such officers as he may from time to time designate
are hereby authorized and empowered to open and close accounts
for the Corporation with any person, partnership, or other entity
for the purpose of the purchase and sale of securities of
whatever type.
10.3. Other Accounts. The President and Chief Executive Officer
and such officer or officers as he may from time to time
designate are authorized and empowered to open and close one or
more accounts of any type or types with any one or more banks,
savings and loan associations, or other institutions and to make
deposits to, transfers to or from, and withdrawals from, such
accounts, and to take any and all other actions with respect
thereto as they in their sole discretion shall deem necessary or
advisable.
10.4. Purchase and Sale of Investment Securities. The President
and Chief Executive Officer and such officer or officers as he
may from time to time designate are hereby authorized and
empowered to purchase and sell, for and on behalf of the
Corporation, any securities issued by any corporation,
partnership or other entity, in such amounts and for such
consideration as the President and Chief Executive Officer or
other designated officer or officers shall determine, except that
the President and Chief Executive Officer and such designated
officer or officers shall have no authority to sell any shares of
the capital stock of any subsidiary of the Corporation owned by
the Corporation other than to the Corporation or to another
wholly-owned subsidiary of the Corporation.
10.5 Lending and Borrowing Funds. The Chief Executive Officer and
such officers as he may from time to time designate shall have
the authority to loan and borrow funds on behalf of the
Corporation in such amounts and on such terms, including the
pledge of assets, as they shall deem appropriate in furtherance
of the business of the Corporation, and, in connection with the
foregoing and the investment of proceeds of borrowings shall have
the authority to sign, execute, acknowledge, verify, deliver or
accept on behalf of the Corporation all agreements, contracts,
loan agreements, indentures, mortgages, security instruments,
satisfactions, settlements, powers of attorney, undertakings and
other instruments or documents in connection with the extension
or repayment of any lines of credit and/or the making or
repayment of any loans and investments.
10.6. Fiscal Year. The fiscal year shall be the calendar year
until determined otherwise by the Board of Directors.
10.7. Seal. The corporate seal shall have inscribed thereon the
name of this Corporation, the year of its organization and the
words "Corporate Seal, Louisiana." The seal may be used by
causing it or a facsimile thereof to be impressed or affixed or
otherwise reproduced. Failure to affix the corporate seal shall
not, however, affect the validity of any instrument
10.8. Gender. All pronouns and variations thereof used in these
By-laws shall be deemed to refer to the masculine, feminine or
neuter gender, singular or plural, as the identity of the person,
persons, entity or entities referred to require.
Section 11. INDEMNIFICATION
11.1. Definitions. As used in this Section the following terms
shall have the meanings set out below:
(a) "Board" - the Board of Directors of the Corporation.
(b) "Claim" - any threatened or pending or completed claim,
action, suit, or proceeding, whether civil, criminal,
administrative or investigative and whether made judicially or
extra-judicially, or any separate issue or matter therein, as the
context requires.
(c) "Determining Body" - (i) those members of the Board who are
not named as parties to the Claim for which indemnification is
being sought ("Impartial Directors"), if there are at least three
Impartial Directors, or (ii) a committee of at least three
directors appointed by the Board (regardless whether the members
of the Board of Directors voting on such appointment are
Impartial Directors) and composed of Impartial Directors or (iii)
if there are fewer than three Impartial Directors or if the Board
of Directors or the committee appointed pursuant to clause (ii)
of this paragraph so directs (regardless whether the members
thereof are Impartial Directors), independent legal counsel,
which may be the regular outside counsel of the Corporation.
(d) "Disbursing Officer" - the Chief Executive Officer of the
Corporation or, if the Chief Executive Officer is a party to the
Claim for which indemnification is being sought, any officer not
a party to such Claim who is designated by the Chief Executive
Officer to be the Disbursing Officer with respect to
indemnification requests related to the Claim, which designation
shall be made promptly after receipt of the initial request for
indemnification with respect to such Claim.
(e) "Expenses" - any expenses or costs (including, without
limitation, attorney's fees, judgments, punitive or exemplary
damages, fines and amounts paid in settlement).
(f) "Indemnitee" - each person who is or was a director or
officer of the Corporation or the spouse of such person.
11.2. Indemnity.
(a) To the extent such Expenses exceed the sum of amounts paid or
due under or pursuant to (i) policies of liability insurance
maintained by the Corporation, (ii) policies of liability
insurance maintained by or on behalf of the Indemnitee, and (iii)
provisions for indemnification in the by-laws, resolutions or
other instruments of any entity other than the Corporation, the
Corporation shall indemnify Indemnitee against any Expenses
actually and reasonably incurred by him (as they are incurred) in
connection with any Claim either against him or as to which he is
involved solely as a witness or person required to give evidence,
by reason of his position
(i) as a director or officer of the Corporation,
(ii) as a director or officer of any subsidiary of the
Corporation or as a fiduciary with respect to any employee
benefit plan of the Corporation,
(iii) as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other for
profit or not for profit entity or enterprise, if such position
is or was held at the request of the Corporation, or
(iv) as the spouse of any person who is or was a director or
officer of the Corporation with respect to any Claim involving
the spouse arising by reason of such person's position as
described in clauses (i), (ii) or (iii), whether relating to
service in such position before or after the effective date of
this Section, if he (i) is successful in his defense of the Claim
on the merits or otherwise or (ii) has been found by the Determining
Body (acting in good faith) to have met the Standard of Conduct;
provided that (A) the amount otherwise payable by the Corporation
may be reduced by the Determining Body to such amount as it deems
proper if it determines that the Claim involved the receipt of a
personal benefit by Indemnitee, and (B) no indemnification shall be
made in respect of any Claim as to which Indemnitee shall have
been adjudged by a court of competent jurisdiction, after exhaustion
of all appeals therefrom, to beliable for willful or intentional
misconduct in the performance of his duty to the Corporation or to
have obtained an improper personal benefit, unless, and only to the
extent that, a court shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances
of the case, Indemnitee is fairly and reasonably entitled to
indemnity for such Expenses as the court deems proper.
(b) The Standard of Conduct is met when the conduct by an
Indemnitee with respect to which a Claim is asserted was conduct
that he reasonably believed to be in, or not opposed to, the best
interest of the Corporation, and, in the case of a criminal
action or proceeding, that he had no reasonable cause to believe
was unlawful. The termination of any Claim by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that
Indemnitee did not meet the Standard of Conduct.
(c) Promptly upon becoming aware of the existence of any Claim as
to which he may be indemnified hereunder, Indemnitee shall notify
the Chief Executive Officer of the Corporation of the Claim and
whether he intends to seek indemnification hereunder. If such
notice indicates that Indemnitee does so intend, the Chief
Executive Officer shall promptly advise the Board thereof and
notify the Board that the establishment of the Determining Body
with respect to the Claim will be a matter presented at the next
regularly scheduled meeting of the Board. After the Determining
Body has been established the Chief Executive Officer shall
inform the Indemnitee thereof and Indemnitee shall immediately
provide the Determining Body with all facts relevant to the Claim
known to him. Within 60 days of the receipt of such information,
together with such additional information as the Determining Body
may request of Indemnitee, the Determining Body shall determine,
and shall advise Indemnitee of its determination, whether
Indemnitee has met the Standard of Conduct. The Determining Body
may extend such sixty-day period by no more than an additional
sixty days.
(d) Indemnitee shall promptly inform the Determining Body upon
his becoming aware of any relevant facts not therefore provided
by him to the Determining Body, unless the Determining Body has
obtained such facts by other means. If, after determining that
the Standard of Conduct has been met, the Determining Body
obtains facts of which it was not aware at the time it made such
determination, the Determining Body on its own motion, after
notifying the Indemnitee and providing him an opportunity to be
heard, may, on the basis of such facts, revoke such
determination, provided that in the absence of actual fraud by
Indemnitee no such revocation may be made later than thirty days
after final disposition of the Claim.
(e) In the case of any Claim not involving a proposed, threatened
or pending criminal proceeding,
(i) If Indemnitee has, in the good faith judgment of the
Determining Body, met the Standard of Conduct, the Corporation
may, in its sole discretion after notice to Indemnitee, assume
all responsibility for the defense of the Claim, and, in any
event, the Corporation and the Indemnitee each shall keep the
other informed as to the progress of the defense, including
prompt disclosure of any proposals for settlement; provided that
if the Corporation is a party to the Claim and Indemnitee
reasonably determines that there is a conflict between the
positions of the Corporation and Indemnitee with respect to the
Claim, then Indemnitee shall be entitled to conduct his defense,
with counsel of his choice; and provided further that Indemnitee
shall in any event be entitled at his expense to employ counsel
chosen by him to participate in the defense of the Claim; and
(ii) The Corporation shall fairly consider any proposals by
Indemnitee for settlement of the Claim. If the Corporation (A)
proposes a settlement acceptable to the person asserting the
Claim, or (B) believes a settlement proposed by the person
asserting the Claim should be accepted, it shall inform
Indemnitee of the terms thereof and shall fix a reasonable date
by which Indemnitee shall respond. If Indemnitee agrees to such
terms, he shall execute such documents as shall be necessary to
effect the settlement. If he does not agree he may proceed with
the defense of the Claim in any manner he chooses, but if he is
not successful on the merits or otherwise, the Corporation's
obligation to indemnify him for any Expenses incurred following
his disagreement shall be limited to the lesser of (A) the total
Expenses incurred by him following his decision not to agree to
such proposed settlement or (B) the amount the Corporation would
have paid pursuant to the terms of the proposed settlement. If,
however, the proposed settlement would impose upon Indemnitee any
requirement to act or refrain from acting that would materially
interfere with the conduct of his affairs, Indemnitee may refuse
such settlement and proceed with the defense of the Claim, if he
so desires, at the Corporation's expense without regard to the
limitations imposed by the preceding sentence. In no event,
however, shall the Corporation be obligated to indemnify
Indemnitee for any amount paid in a settlement that the
Corporation has not approved.
(f) In the case of a Claim involving a proposed, threatened or
pending criminal proceeding, Indemnitee shall be entitled to
conduct the defense of the Claim, and to make all decisions with
respect thereto, with counsel of his choice; provided that the
Corporation shall not be obligated to indemnify Indemnitee for an
amount paid in settlement that the Corporation has not approved.
(g) After notifying the Corporation of the existence of a Claim,
Indemnitee may from time to time request the Corporation to pay
the Expenses (other than judgments, fines, penalties or amounts
paid in settlement) that he incurs in pursuing a defense of the
Claim prior to the time that the Determining Body determines
whether the Standard of Conduct has been met. If the Disbursing
Officer believes the amount requested to be reasonable, he shall
pay to Indemnitee the amount requested (regardless of
Indemnitee's apparent ability to repay such amount) upon receipt
of an undertaking by or on behalf of Indemnitee to repay such
amount if it shall ultimately be determined that he is not
entitled to be indemnified by the Corporation under the
circumstances. If the Disbursing Officer does not believe such
amount to be reasonable, the Corporation shall pay the amount
deemed by him to be reasonable and Indemnitee may apply directly
to the Determining Body for the remainder of the amount
requested.
(h) After it has been determined that the Standard of Conduct was
met, for so long as and to the extent that the Corporation is
required to indemnify Indemnitee under this Agreement, the
provisions of Paragraph (g) shall continue to apply with respect
to Expenses incurred after such time except that (i) no
undertaking shall be required of Indemnitee and (ii) the
Disbursing Officer shall pay to Indemnitee such amount of any
fines, penalties or judgments against him which have become final
as the Corporation is obligated to indemnify him.
(i) Any determination by the Corporation with respect to
settlements of a Claim shall be made by the Determining Body.
(j) The Corporation and Indemnitee shall keep confidential, to
the extent permitted by law and their fiduciary obligations, all
facts and determinations provided or made pursuant to or arising
out of the operation of this Agreement, and the Corporation and
Indemnitee shall instruct it or his agents and employees to do
likewise.
11.3. Enforcement.
(a) The rights provided by this Section shall be enforceable by
Indemnitee in any court of competent jurisdiction.
(b) If Indemnitee seeks a judicial adjudication of his rights
under this Section Indemnitee shall be entitled to recover from
the Corporation, and shall be indemnified by the Corporation
against, any and all Expenses actually and reasonably incurred by
him in connection with such proceeding but only if he prevails
therein. If it shall be determined that Indemnitee is entitled to
receive part but not all of the relief sought, then the
Indemnitee shall be entitled to be reimbursed for all Expenses
incurred by him in connection with such judicial adjudication if
the amount to which he is determined to be entitled exceeds 50%
of the amount of his claim. Otherwise, the Expenses incurred by
Indemnitee in connection with such judicial adjudication shall be
appropriately prorated.
(c) In any judicial proceeding described in this subsection, the
Corporation shall bear the burden of proving that Indemnitee is
not entitled to any Expenses sought with respect to any Claim.
11.4. Saving Clause. If any provision of this Section is
determined by a court having jurisdiction over the matter to
require the Corporation to do or refrain from doing any act that
is in violation of applicable law, the court shall be empowered
to modify or reform such provision so that, as modified or
reformed, such provision provides the maximum indemnification
permitted by law, and such provision, as so modified or reformed,
and the balance of this Section, shall be applied in accordance
with their terms. Without limiting the generality of the
foregoing, if any portion of this Section shall be invalidated on
any ground, the Corporation shall nevertheless indemnify an
Indemnitee to the full extent permitted by any applicable portion
of this Section that shall not have been invalidated and to the
full extent permitted by law with respect to that portion that
has been invalidated.
11.5. Non-Exclusivity.
(a) The indemnification and advancement of Expenses provided by
or granted pursuant to this Section shall not be deemed exclusive
of any other rights to which Indemnitee is or may become entitled
under any statute, article of incorporation, by-law,
authorization of shareholders or directors, agreement, or
otherwise.
(b) It is the intent of the Corporation by this Section to
indemnify and hold harmless Indemnitee to the fullest extent
permitted by law, so that if applicable law would permit the
Corporation to provide broader indemnification rights than are
currently permitted, the Corporation shall indemnify and hold
harmless Indemnitee to the fullest extent permitted by applicable
law notwithstanding that the other terms of this Section would
provide for lesser indemnification.
11.6. Successors and Assigns. This Section shall be binding upon
the Corporation, its successors and assigns, and shall inure to
the benefit of the Indemnitee's heirs, personal representatives,
and assigns and to the benefit of the Corporation, its successors
and assigns.
11.7. Indemnification of Other Persons.
(a) The Corporation may indemnify any person not covered by
Sections 11.1 through 11.6 to the extent provided in a resolution
of the Board or a separate Section of these By-laws.
(b) Section 11 of these By-laws as in effect immediately prior to
the adoption of this Section 11.7 shall remain in effect with
respect to persons not covered by Section 11.1 through 11.6 to
the extent necessary to satisfy the Corporation's contractual
obligations entered into prior to such date to provide
indemnification to directors and officers of corporations or
banks acquired by the Corporation.
(c) Nothing in this Section 11 shall obligate the Corporation to
indemnify or advance expenses to any person who was a director,
officer or agent of any corporation merged into this Corporation
or otherwise acquired by this Corporation. Any such person's
right to indemnification or advancement of expenses, if any,
shall consist of those rights contained in the agreement relating
to such merger or acquisition.
Section 12. AMENDMENTS
These By-laws may be amended or repealed or new By-laws may be
adopted by the Board of Directors at any meeting of the Board of
Directors if notice of such action is contained in the notice of
such meeting; provided, however, that no notice shall be
necessary for any proposed amendment adopted at any regular or
special meeting of the Board of Directors by a vote of more than
three-fourths of the directors then in office. By-laws adopted
or amended by the Board of Directors may be amended or repealed
at any meeting of the shareholders if notice of such proposed
action is contained in the notice of such meeting. By-laws
amended or repealed by the shareholders may be amended, repealed
or readopted by the Board of Directors.
APPENDIX
Section 11 of the By-laws as in effect immediately prior to the
adoption of current Section 11:
The Corporation shall indemnify its officers and directors, and
may indemnify its former officers, former directors, present or
former employees and agents, and directors, officers, employees
and agents of other organizations, and may procure insurance on
behalf of such persons against expenses (including attorney's
fees), judgments, fines and amounts paid in settlement to the
full extent permitted by Section 83 of the Louisiana Business
Corporation Law, as heretofore or hereafter amended.
For purposes of this Section, the "Corporation" shall include, in
addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed
in a consolidation or merger which, if its separate existence had
continued, would have had power and authority to indemnify its
directors, officers, employees or agents, so that any person
entitled to be indemnified by the constituent corporation shall
stand in the same position with respect to the indemnification
from the resulting or surviving corporation as he would have with
respect to such constituent if its separate existence had
continued; provided, however, that with respect to any such
constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which becomes
effective on or after October 1, 1987, this Section 11 shall
permit, but shall not require, the Corporation to indemnify the
officers and directors thereof for acts in their capacities as
such prior to such consolidation or merger to the full extent
permitted by Section 83 of the Louisiana Business Corporation
Law, as heretofore or hereafter amended.
EXHIBIT 11
FIRST COMMERCE CORPORATION AND SUBSIDIARIES
COMPUTATION OF EARNINGS PER COMMON SHARE <F1>
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30 June 30
________________________ _______________________
1995 1994 1995 1994
___________ _____________ ___________ ___________
<S> <C> <C> <C> <C>
Primary earnings per share
_____________________________________
Weighted average number of common
shares outstanding 28,946,617 28,865,975 28,958,176 28,851,388
Shares from assumed exercise of options,
net of treasury stock method 157,912 168,193 146,044 169,598
_____________ ___________ ____________ ___________
19,104,529 29,034,168 29,104,220 29,020,986
============= =========== ============ ===========
Net income (in thousands) $23,723 $20,292 $34,356 $47,720
Preferred dividend requirements 1,086 1,087 2,173 2,174
_____________ ___________ ____________ ___________
Income applicable to common shares $22,637 $19,205 $32,183 $45,546
============= =========== ============ ===========
Earnings per common share $ .78 $ .66 $ 1.11 $ 1.57
============= =========== ============ ===========
Fully diluted earnings per share
_________________________________
Weighted average number of shares
outstanding, net of shares held in treasury 28,946,617 28,865,975 28,958,176 28,851,388
Shares from assumed exercise of options,
net of treasury stock method 186,223 172,408 160,460 181,951
Shares from assumed conversion of dilutive
convertible notes and debentures:
Preferred stock 2,792,675 2,793,284 2,792,787 2,793,672
Convertible debentures 3,116,166 3,133,709 - 3,141,208
_____________ ___________ ____________ ___________
35,041,681 34,965,376 31,911,423 34,968,219
============= =========== ============ ===========
Income applicable to common shares $22,637 $19,205 $32,183 $45,546
Expenses that would not have been incurred
if assumed conversions occurred:
Preferred dividend requirements 1,086 1,087 2,173 2,174
Interest expense, net of tax 1,708 1,715 - 3,455
_____________ ___________ ____________ ___________
Income applicable to common shares plus
expenses that would not have been incurred
if assumed conversions occurred $25,431 $22,007 $34,356 $51,175
============= ============ =========== ===========
Earnings per common share $ .73 $ .63 $ 1.08 $ 1.46
============= ============ =========== ===========
<FN>
<F1> 1994 data has been restated to include First Bancshares, Inc.
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION FROM CONSOLIDATED
FINANCIAL STATEMENTS FOR THE PERIODS ENDING JUNE 30, 1995 AND JUNE 30,
1994 (RESTATED) AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C> <C>
<PERIOD-TYPE> 6-MOS 6-MOS
<FISCAL-YEAR-END> DEC-31-1995 DEC-31-1994
<PERIOD-START> JAN-1-1995 JAN-1-1994
<PERIOD-END> JUN-30-1995 JUN-30-1994
<EXCHANGE-RATE> 1 1
<CASH> 370,317 342,126
<INT-BEARING-DEPOSITS> 151 36,403
<FED-FUNDS-SOLD> 52,625 31,955
<TRADING-ASSETS> 14,928 526
<INVESTMENTS-HELD-FOR-SALE> 2,622,667 2,621,293
<INVESTMENTS-CARRYING> 10,170 323,701
<INVESTMENTS-MARKET> 10,170 324,121
<LOANS> 3,773,585 2,968,880
<ALLOWANCE> (58,358) (61,063)
<TOTAL-ASSETS> 7,060,744 6,554,761
<DEPOSITS> 5,745,799 5,451,882
<SHORT-TERM> 538,464 437,550
<LIABILITIES-OTHER> 87,697 62,632
<LONG-TERM> 88,640 89,056
<COMMON> 147,341 144,339
0 0
59,934 59,954
<OTHER-SE> 392,869 309,348
<TOTAL-LIABILITIES-AND-EQUITY> 7,060,744 6,554,761
<INTEREST-LOAN> 158,358 120,679
<INTEREST-INVEST> 85,281 81,257
<INTEREST-OTHER> 1,414 1,475
<INTEREST-TOTAL> 245,053 203,411
<INTEREST-DEPOSIT> 83,271 56,423
<INTEREST-EXPENSE> 102,297 71,425
<INTEREST-INCOME-NET> 142,756 131,986
<LOAN-LOSSES> 5,963 (8,539)
<SECURITIES-GAINS> (13,286) (5,583)
<EXPENSE-OTHER> 133,097 120,271
<INCOME-PRETAX> 51,432 70,713
<INCOME-PRE-EXTRAORDINARY> 51,432 70,713
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 34,356 47,720
<EPS-PRIMARY> 1.11 1.57
<EPS-DILUTED> 1.08 1.46
<YIELD-ACTUAL> 0 0
<LOANS-NON> 0 0
<LOANS-PAST> 0 0
<LOANS-TROUBLED> 0 0
<LOANS-PROBLEM> 0 0
<ALLOWANCE-OPEN> 0 0
<CHARGE-OFFS> 0 0
<RECOVERIES> 0 0
<ALLOWANCE-CLOSE> 0 0
<ALLOWANCE-DOMESTIC> 0 0
<ALLOWANCE-FOREIGN> 0 0
<ALLOWANCE-UNALLOCATED> 0 0
</TABLE>
