SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
DATE OF REPORT (Date of earliest event reported): October 20, 1995
FIRST COMMERCE CORPORATION
(Exact name of registrant as specified in its charter)
LOUISIANA 0-7931 72-0701203
(State of incorporation) (Commission File Number) (IRS Employer
Identification Number)
210 BARONNE ST., NEW ORLEANS, LOUISIANA 70112
(Address of principal executive offices - Zip Code)
Registrant's telephone number, including area code: (504) 561-1371
N/A
(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets.
Pursuant to an Agreement and Plan of Merger between First Commerce
Corporation ("FCC") and Central Corporation ("Central"), dated as of May
15, 1995 (the "Plan"), FCC acquired Central on October 20, 1995. The
acquisition was accomplished by the merger of Central into FCC (the
"Merger"), and upon consummation of the Merger, each outstanding share
of common stock of Central was converted into 1.67 shares of common
stock, $5.00 par value per share, of FCC (the "FCC Common Stock"). The
Merger will be accounted for as a pooling-of-interests.
Central, the parent corporation of Central Bank, was a one-bank holding
company located in Monroe, Louisiana with assets of approximately $829
million. Pursuant to the Merger, Central Bank has become a wholly owned
subsidiary of FCC.
FCC is not aware of any material relationships between itself, its
affiliates, directors or officers or any associates of its directors or
officers with any shareholders of Central.
The shares of FCC Common Stock issued pursuant to the Merger were
registered pursuant to a registration statement on Form S-4 (Commission
File No. 33-61459) which was filed by FCC with the SEC on August 1, 1995
and declared effective on August 15, 1995. The Plan was approved by the
shareholders of each of Central and FCC at special meetings held on
September 18, 1995.
Item 7. Financial Statements and Exhibits.
(a) Consolidated Financial Statements of Central Corporation:
The consolidated financial statements of Central Corporation
required by this item that are listed below have been previously
filed in FCC's Current Report on Form 8-K dated May 31, 1995, and
are omitted herefrom in reliance upon General Instruction B.3. of
this Form:
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
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The consolidated financial statements of Central Corporation
required by this item that are listed below are included elsewhere
herein:
Interim Consolidated Financial Statements of Central Corporation
(unaudited):
Consolidated Statement of Condition as of June 30, 1995
Consolidated Statements of Income for the quarters ended June
30, 1995 and 1994 and for the six months ended June 30,
1995 and 1994
Consolidated Statements of Cash Flows for the six months ended
June 30, 1995 and 1994
Notes to Consolidated Financial Statements
(b) Pro Forma Financial Information (Unaudited):
The pro forma financial information required by this item and
listed below has been previously reported in FCC's Registration
Statement on Form S-4 (Registration No. 33-61459) declared
effective on August 15, 1995, and is omitted herefrom in reliance
upon General Instruction B.3. of this Form:
First Commerce Corporation Pro Forma Condensed Combined Financial
Statements (Unaudited):
Pro Forma Condensed Combined Balance Sheet as of June 30, 1995
Pro Forma Condensed Combined Statement of Income for the six
months ended June 30, 1995
Pro Forma Condensed Combined Statement of Income for the year
ended December 31, 1994
Pro Forma Condensed Combined Statement of Income for the year
ended December 31, 1993
Pro Forma Condensed Combined Statement of Income for the year
ended December 31, 1992
Notes to Pro Forma Condensed Combined Financial Statements
(c) Exhibits
2. Agreement and Plan of Merger dated May 15, 1995, included as
Exhibit 2 to First Commerce Corporation's Registration
Statement on Form S-4 ( Registration Number 33-61459 ) and
incorporated herein by reference.
4.1 Indenture between First Commerce Corporation 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 First Commerce
Corporation's Annual Report on Form 10-K for the year ended
December 31, 1985 and incorporated herein by reference.
4.2 Indenture between First Commerce Corporation 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 First Commerce
Corporation's Annual Report on Form 10-K for the year ended
December 31, 1985 and incorporated herein by reference.
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<CAPTION>
CENTRAL CORPORATION
CONSOLIDATED STATEMENTS OF CONDITION
(dollar amounts in thousands)
(unaudited)
June 30, December 31,
1995 1994*
<S> <C> <C>
Assets
Cash and due from banks $ 40,016 $ 40,585
Federal funds sold 8,350 78,000
Securities available for sale, at fair value 53,239 9,921
Investment securities (fair value $88,532
and $73,139) 88,688 76,198
Loans 606,050 593,689
Less: Allowance for possible loan losses 9,481 9,836
Net loans 596,569 583,853
Bank premises and equipment 17,359 16,339
Other real estate 1,112 1,527
Accrued interest receivable 8,306 5,721
Other assets 11,746 8,006
Total assets $825,385 $820,150
======== ========
Liabilities and Stockholders' Equity
Deposits:
Noninterest bearing $115,121 $124,471
Interest bearing 623,279 589,657
Total deposits 738,400 714,128
Federal funds purchased 3,369 29,602
Accrued interest payable 3,028 2,215
Other liabilities 3,943 2,991
Dividends payable 407 407
Capital lease obligations 739 701
Total liabilities 749,886 750,044
Stockholders' equity:
20,000,000 shares authorized; 4,066,731 shares
issued and outstanding 4,067 4,067
Surplus 15,904 15,904
Retained earnings 55,433 50,419
Unrealized gains on securities available
for sale, net of deferred taxes 95 (284)
Total stockholders' equity 75,499 70,106
Total liabilities and stockholders' equity $825,385 $820,150
======== ========
<FN>
* The statement of condition at December 31, 1994 has been taken from the audited
statement of condition as of that date.
</FN>
</TABLE>
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<TABLE>
<CAPTION>
CENTRAL CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(in thousands except per share amounts)
(unaudited)
Quarters Ended Six Months Ended
June 30 June 30
------------------- -------------------
1995 1994 1995 1994
<S> <C> <C> <C> <C>
Interest income:
Loans:
Taxable $13,839 $11,439 $27,730 $22,753
Nontaxable 161 172 311 327
Investment securities:
Taxable 1,904 1,338 2,976 2,817
Nontaxable 52 120 114 222
Federal funds sold 579 544 1,698 890
Other 1 --- 2 ---
Total interest income 16,536 13,613 32,831 27,009
Interest expense:
Deposits 7,165 4,954 13,581 9,619
Federal funds purchased 93 75 210 151
Total interest expense 7,277 5,041 13,828 9,795
Net interest income 9,259 8,572 19,003 17,214
Provision for possible loan losses 90 375 320 975
Net interest income after provision
for possible loan losses 9,169 8,197 18,683 16,239
Other revenues:
Service charges on deposit accounts 1,891 1,682 3,715 3,296
Loan fees 1,482 1,369 2,860 2,847
Trust income 479 467 934 905
Miscellaneous income 424 573 968 1,023
Total other revenues 4,276 4,091 8,477 8,071
Other expenses:
Salaries and employee benefits 4,548 4,231 9,037 8,382
Data processing 1,015 811 2,006 1,620
Postage and supplies 502 438 1,050 882
Occupancy 501 450 1,028 885
Marketing 420 391 864 756
FDIC deposit insurance 394 377 788 754
Communications 326 304 643 584
Other equipment 314 291 648 598
Other 1,585 1,169 2,541 2,281
Total other expenses 9,605 8,462 18,605 16,742
Income before federal income taxes 3,840 3,826 8,555 7,568
Federal income taxes 976 1,248 2,728 2,563
Net income $ 2,864 $ 2,578 $ 5,827 $ 5,005
======= ======= ======= =======
Net income per share $ .70 $ .63 $ 1.43 $ 1.23
======= ======= ======= =======
Cash dividends per share $ .10 $ .10 $ .20 $ .18
======= ======= ======= =======
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<TABLE>
<CAPTION>
CENTRAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollar amounts in thousands)
(unaudited)
Six Months Ended
June 30
1995 1994
------ ------
<S> <C> <C>
Cash flow provided by operations $ 2,680 $ 8,807
Cash flow from investing activities:
Maturities of investment securities 14,163 33,609
Purchases of investment securities (69,394) (17,708)
Net change in loans (excluding sales) (43,256) (24,995)
Sales of loans 30,310 30,534
Capital expenditures (2,263) (1,422)
Proceeds from sale of other real estate 277 1,616
Net cash (used in) provided by
investing activities (70,163) 21,634
Cash flow from financing activities:
Net change in deposits 24,272 5,950
Net change in federal funds purchased (26,233) (12,746)
Dividends paid (813) (650)
Increase in capital lease obligations 170 ---
Payments on capital lease obligations (132) (114)
Net cash used in financing activities (2,736) ( 7,560)
Change in cash and federal funds sold (70,219) 22,881
Beginning cash and federal funds sold 118,585 63,340
Ending cash and federal funds sold $48,366 $86,221
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CENTRAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. The accompanying unaudited financial statements reflect all adjustments
which are, in the opinion of management, necessary to present fairly the
consolidated financial position and results of operations of Central Corporation
(the Corporation) and its wholly-owned subsidiary, Central Bank (Central), in
accordance with generally accepted accounting principles consistently applied
for the dates and periods indicated. All such adjustments are of a normal
recurring nature. Users of these financial statements are presumed to be
familiar with the audited financial statements included in previous reports to
the Securities and Exchange Commission.
2. Certain 1994 balances have been reclassified to conform to the current
year's presentation.
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SIGNATURE
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 hereunto duly authorized.
FIRST COMMERCE CORPORATION
By: /s/ Thomas L. Callicutt, Jr.
____________________________
Thomas L. Callicutt, Jr.
Senior Vice President,
Controller and Principal
Accounting Officer
Dated: November 3, 1995
