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): February 17, 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)
<PAGE>
Item 2. Acquisition or Disposition of Assets.
Pursuant to an Agreement and Plan of Merger between First
Commerce Corporation ("FCC") and its wholly-owned
subsidiary, First National Bank of Commerce ("FNBC"), on the
one hand, and First Bancshares, Inc. ("Bancshares") and its
wholly-owned subsidiary, First Bank ("First"), on the other
hand, dated as of May 27, 1994 (the "Plan"), FCC acquired
Bancshares and First on February 17, 1995. The acquisition
was accomplished by the merger of First into FNBC and the
merger of Bancshares into FCC (collectively, the "Mergers"),
and upon consummation of the Mergers, each outstanding share
of common stock of Bancshares was converted into 3.19141
shares of common stock, $5.00 par value per share, of FCC
(the "FCC Common Stock"). The Mergers will be accounted for
as a pooling-of-interests.
Bancshares was a one-bank holding company that was
incorporated in 1981 as a Louisiana corporation to acquire
all of the outstanding stock of First. First was a
Louisiana state chartered bank organized in 1906 which
provided full service commercial banking services in
Slidell, Louisiana and surrounding areas of St. Tammany
Parish, Louisiana.
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 Bancshares.
The shares of FCC Common Stock issued pursuant to the
Mergers were registered pursuant to a registration statement
on Form S-4 (Commission File No. 33-54865) which was filed
by FCC with the SEC on August 2, 1994 and declared effective
on August 9, 1994. The Plan was approved by the
shareholders of Bancshares at a special meeting held on
September 21, 1994.
Item 7. Financial Statements and Exhibits.
(a) Consolidated Financial Statements of First Bancshares,
Inc.:
It is impracticable to provide the required financial
statements at the time of filing of this report.
Pursuant to Item 7(a)(4) of Form 8-K, the required
financial statements will be filed by the Registrant on
or before May 2, 1995.
(b) Pro Forma Financial Information (Unaudited):
It is impracticable to provide the required pro forma
financial information at the time of filing of this
report. Pursuant to Item 7(b)(2) of Form 8-K, the
required financial information will be filed by the
Registrant on or before May 2, 1995.
(c) Exhibits
2 Agreement and Plan of Merger dated May 27, 1994,
included as Exhibit 2 to First Commerce
Corporation's Registration Statement on Form S-4
(Registration Number 33-54865) 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, 1986 and incorporated
herein by reference.
23 Consent of Arthur Andersen LLP.*
____________________
* To be filed by amendment.
<PAGE>
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: March 3, 1995
<PAGE>
EXHIBIT INDEX
Page
Exhibits Number
2 Agreement and Plan of Merger dated May 27,
1994, included as Exhibit 2 to First
Commerce Corporation's Registration
Statement on Form S-4 (Registration Number
33-54865) 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, 1986 and
incorporated herein by reference.
23 Consent of Arthur Andersen LLP.*
____________________
* To be filed by amendment.
