SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A (No. 2)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
FIRST COMMERCE CORPORATION
(Exact name of Registrant as specified in its charter)
Louisiana 72-0701203
(State of incorporation (I.R.S. Employer
or organization Identification No.)
210 Baronne Street
New Orleans, Louisiana 70112
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
None
If this Form relates to the registration of a class of
debt securities and is effective upon filing pursuant to
General Instruction A.(c)(1), please check the following
box. [ ]
If this Form relates to the registration of a class of
debt securities and is to become effective simultaneously
with the effectiveness of a concurrent registration
statement under the Securities Act of 1933 pursuant to
General Instruction A.(c)(2), please check the following
box. [ ]
Securities to be registered pursuant to Section 12(g) of the
Act:
Common Stock, $5.00 par value
Cumulative Convertible Preferred Stock, Series 1992, no par value
Stock Purchase Rights
(Title of Class)
Item 1. Description of Registrant's Securities to be Registered.
The Common Stock and the 1992 Preferred Stock described
herein have been previously registered pursuant to Section
12(g) of the Securities Exchange Act of 1934 (the "Act"),
and this form is filed to register stock purchase rights to
purchase shares or fractional shares of Series A Preferred
Stock, or Common Stock, as described herein. The following
discussion is a description of all securities of FCC
registered under the Act, including the above mentioned
rights.
The authorized capital stock of First Commerce
Corporation ("FCC") consists of (i) 100 million shares of
Common Stock, $5 par value, and (ii) five million shares of
no par value per share Preferred Stock ("Preferred Stock"),
of which 2,400,000 shares are designated as Cumulative
Convertible Preferred Stock, Series 1992, $25.00 stated
value (the "1992 Preferred Stock") and 1,000,000 shares are
designated as Series A Junior Participating Preferred Stock
(the "Series A Preferred Stock"). The rights of holders of
FCC Common Stock, as described below, may be subject to the
prior rights of holders of the 1992 Preferred Stock and the
Series A Preferred Stock that is outstanding from time to
time and to the prior rights of holders of such additional
series of FCC Preferred Stock that may be authorized and
issued from time to time in the future.
Dividend Rights.
Subject to the preferences accorded to the FCC
Preferred Stock, holders of FCC Common Stock are entitled to
receive such dividends, if any, as may be declared on the
Common Stock from time to time by FCC's Board of Directors,
in its discretion, out of funds legally available therefor.
No dividends may be paid or set aside for payment on the
Common Stock unless full cumulative dividends for each
previous quarterly dividend period, whether or not earned or
declared, have been or contemporaneously are declared and
paid and a sum sufficient for the payment thereof set apart
for such payment on the 1992 Preferred Stock and the Series
A Preferred Stock.
Liquidation Rights.
In the event of a liquidation, dissolution or winding
up of FCC, the holders of FCC Common Stock will be entitled
to receive, pro rata, any assets distributable to holders of
FCC Common Stock in respect of their shares, subject to the
preferences accorded to the FCC Preferred Stock. Prior to
any payments to holders of Common Stock, the holders of 1992
Preferred Stock are entitled to a preference on liquidation
and will be paid $25 per share plus a sum equal to all
unpaid dividends; and after payment of amounts due the
holders of the 1992 Preferred Stock, the holders of Series A
Preferred Stock are entitled to a preference on liquidation
and will be paid $100 per share plus a sum equal to all
unpaid dividends. Holders of 1992 Preferred Stock and
Series A Preferred Stock do not otherwise have a right to
the remaining assets of FCC.
Voting Rights.
Holders of FCC Common Stock are entitled to one vote
per share on all matters to be voted on by shareholders.
The holders of 1992 Preferred Stock are not entitled to vote
on any matter, including without limitation, any merger,
consolidation or transfer of assets, or statutory share
exchange, except that the holders of 1992 Preferred Stock,
voting separately as a single class, (i) must approve any
amendment to FCC's Articles of Incorporation which would
change the rights or privileges of the 1992 Preferred Stock
and (ii) if dividends are in arrears for six consecutive
quarters, are entitled to elect two directors of FCC until
dividends are made current. Whenever the vote, approval or
other action of holders of shares of the 1992 Preferred
Stock is required or permitted by applicable law, or by the
terms of FCC's Articles of Incorporation, each share is
entitled to one vote and the affirmative vote of a majority
of shares of 1992 Preferred Stock present or represented at
the meeting at which a quorum is present is sufficient to
constitute such vote, approval or other action.
Each share of Series A Preferred Stock will entitle the
holder thereof to 100 votes on all matters submitted to a
vote of the stockholders of FCC. If FCC shall at any time
declare or pay any dividend on the Common Stock payable in
shares of Common Stock, or effect a subdivision or
combination or consolidation of the outstanding shares of
Common Stock (by reclassification or otherwise than by
payment of a dividend in shares of Common Stock) into a
greater or lesser number of shares of Common Stock, then in
each such case the number of votes per share to which
holders of shares of Series A Preferred Stock were entitled
immediately prior to such event shall be adjusted by
multiplying such number by a fraction, the numerator of
which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is
the number of shares of Common Stock that were outstanding
immediately prior to such event.
In establishing any additional series of FCC Preferred
Stock, the Board of Directors of FCC is authorized to grant
voting rights to holders of the shares of such series and
the right to vote separately as a class on any or all
matters upon which shares of such series may be voted.
Holders of FCC Common Stock do not have cumulative
voting rights. Accordingly, the holders of more than 50% of
the total voting power of the outstanding voting securities
of FCC may elect all directors if they so desire.
Consolidation or Merger Rights.
In case FCC shall enter into any consolidation, merger,
combination or other transaction in which the shares of FCC
Common Stock are exchanged for or changed into other stock
or securities, cash and/or any other property, then in any
such case each share of Series A Preferred Stock shall at
the same time be similarly exchanged or changed into an
amount per share, subject to the provision for adjustment
hereinafter set forth, equal to 100 times the aggregate
amount of stock, securities, cash and/or any other property
(payable in kind), as the case may be, into which or for
which each share of FCC Common Stock is changed or
exchanged. If FCC shall at any time declare or pay any
dividend on the Common Stock payable in shares of Common
Stock, or effect a subdivision or combination or
consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise than by payment of a dividend
in shares of Common Stock) into a greater or lesser number
of shares of Common Stock, then in each such case the amount
set forth in the preceding sentence with respect to the
exchange or change of shares of Series A Preferred Stock
shall be adjusted by multiplying such amount by a fraction,
the numerator of which is the number of shares of FCC Common
Stock outstanding immediately after such event and the
denominator of which is the number of shares of FCC Common
Stock that were outstanding immediately prior to such event.
Preemptive Rights.
Holders of FCC Common Stock, Preferred Stock and Series
A Preferred Stock do not have the right to subscribe for any
additional shares of capital stock that may be issued by
FCC.
Conversion and Redemption Rights.
Holders of 1992 Preferred Stock are entitled at any
time before redemption to convert their shares of Preferred
Stock into shares of Common Stock at an initial conversion
rate set forth in the designation of the 1992 Preferred
Stock of $40.25 and adjusted from time to time pursuant to
customary antidilution provisions.
The 1992 Preferred Stock may be redeemed in whole or in
part by FCC at any time after December 31, 1996, upon
payment of the stated value thereof plus accrued and unpaid
dividends.
Additional Shares or Series of FCC Preferred Stock.
FCC's Board of Directors may, without action of the
shareholders of FCC, issue Preferred Stock of FCC from time
to time and establish the designations, preferences and
relative, optional or other special rights and
qualifications, limitations and restrictions thereof, as
well as establish and fix variations in the relative rights
of holders of different series of FCC Preferred Stock. The
authority of the FCC Board of Directors includes, but is not
limited to, the determination or fixing of the following
with respect to each series of FCC Preferred Stock that may
be issued: (i) the designation of such series; (ii) the
number of shares initially constituting such series; (iii)
the dividend rate and conditions and the dividend
preferences, if any, in respect of the FCC Common Stock and
among the series of FCC Preferred Stock; (iv) whether, and
upon what terms, the FCC Preferred Stock is to be
convertible into or exchanged for shares of any other class
or other series of the same class; (v) whether, and to what
extent, holders of one or more shares of a series of FCC
Preferred Stock will have voting rights; and (vi) the
restrictions, if any, that are to apply on the issue or
reissue of any additional FCC Preferred Stock.
Shares of FCC Preferred Stock that are authorized would
be available for issuance in connection with the acquisition
of businesses, infusion of capital, or for other lawful
corporate purposes at the discretion of the Board of
Directors. The Board of Directors could issue FCC Preferred
Stock to a person or persons who support management in
connection with a proxy contest to replace an incumbent
director or in opposition to an unsolicited tender. As a
result, such proposals or tender offers could be defeated
even though favored by the holders of a majority of FCC
Common Stock.
The Series A Preferred Stock shall rank, with respect
to the payment of dividends and the distribution of assets,
junior to all series of any other class of FCC Preferred
Stock, including any series of Preferred Stock (other than
additional shares of Series A Preferred Stock) authorized
after the date hereof.
Stock Purchase Rights.
On February 26, 1996, the Board of Directors of FCC
declared a dividend of one preferred share purchase right (a
"Right") for each outstanding share of FCC Common Stock.
The dividend was paid on March 11, 1996 (the "Record Date")
to the stockholders of record on that date. Each Right
entitles the registered holder to purchase from FCC one one-
hundredth of a share of Series A Preferred Stock at a price
of $105 per one one-hundredth of a share of Series A
Preferred Stock (the "Purchase Price"), subject to
adjustment. The description and terms of the Rights are set
forth in a Rights Agreement (the "Rights Agreement") between
FCC and First Chicago Trust Company of New York, as Rights
Agent (the "Rights Agent"), included as Exhibit 2 hereto.
Until the earlier to occur of (i) 10 days following a
public announcement that a person or group of affiliated or
associated persons (an "Acquiring Person") have acquired
beneficial ownership of 10% or more of the outstanding FCC
Common Stock or (ii) 10 business days (or such later date as
may be determined by action of the Board of Directors prior
to such time as any person or group of affiliated persons
becomes an Acquiring Person) following the commencement of,
or announcement of an intention to make, a tender offer or
exchange offer the consummation of which would result in the
beneficial ownership by a person or group of 10% or more of
the outstanding FCC Common Stock (the earlier of such dates
being called the "Distribution Date"), the Rights will be
evidenced, with respect to any of the FCC Common Stock
certificates outstanding as of the Record Date, by such FCC
Common Stock certificate with a copy of the Summary of
Rights attached thereto.
The Rights Agreement provides that, until the
Distribution Date (or earlier redemption or expiration of
the Rights), the Rights will be transferred with and only
with the shares of FCC Common Stock. Until the Distribution
Date (or earlier redemption or expiration of the Rights),
new FCC Common Stock certificates issued after the Record
Date upon transfer or new issuance of FCC Common Stock will
contain a notation incorporating the Rights Agreement by
reference. Until the Distribution Date (or earlier
redemption or expiration of the Rights), the surrender for
transfer of any certificates for FCC Common Stock
outstanding as of the Record Date, even without such
notation or a copy of this Summary of Rights being attached
thereto, will also constitute the transfer of the Rights
associated with the FCC Common Stock represented by such
certificate. As soon as practicable following the
Distribution Date, separate certificates evidencing the
Rights ("Right Certificates") will be mailed to holders of
record of the FCC Common Stock as of the close of business
on the Distribution Date and such separate Right
Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution
Date. The Rights will expire on March 11, 2006 (the "Final
Expiration Date"), unless the Final Expiration Date is
extended or unless the Rights are earlier redeemed or
exchanged by FCC, in each case, as described below.
The Purchase Price payable, and the number of Series A
Preferred Stock or other securities or property issuable,
upon exercise of the Rights are subject to adjustment from
time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or
reclassification of, the Series A Preferred Stock, (ii) upon
the grant to holders of the Series A Preferred Stock of
certain rights or warrants to subscribe for or purchase
Series A Preferred Stock at a price, or securities
convertible into Series A Preferred Stock with a conversion
price, less than the then-current market price of the Series
A Preferred Stock or (iii) upon the distribution to holders
of the Series A Preferred Stock of evidences of indebtedness
or assets (excluding regular periodic cash dividends paid
out of earnings or retained earnings or dividends payable in
Series A Preferred Stock) or of subscription rights or
warrants (other than those referred to above).
The number of outstanding Rights and the number of one
one-hundredths of a share of Series A Preferred Stock
issuable upon exercise of each Right are also subject to
adjustment in the event of a Stock split of the FCC Common
Stock or a stock dividend on the FCC Common Stock payable in
FCC Common Stock or subdivisions, consolidations or
combinations of the FCC Common Stock occurring, in any such
case, prior to the Distribution Date.
In the event that FCC is acquired in a merger or other
business combination transaction or 50% or more of its
consolidated assets or earning power are sold after a person
or group has become an Acquiring Person, proper provision
will be made so that each holder of a Right will thereafter
have the right to receive, upon the exercise thereof at the
then current exercise price of the Right, that number of
shares of common stock of the acquiring company which at the
time of such transaction will have a market value of two
times the exercise price of the Right. In the event that
any person or group of affiliated or associated persons
becomes an Acquiring Person, proper provision shall be made
so that each holder of a Right, other than Rights
beneficially owned by the Acquiring Person (which will
thereafter be void), will thereafter have the right to
receive upon exercise that number of FCC Common Stock having
a market value of two times the exercise price of the Right.
At any time after any person or group becomes an
Acquiring Person and prior to the acquisition by such person
or group of 50% or more of the outstanding FCC Common Stock,
the Board of Directors of FCC may exchange the Rights (other
than Rights owned by such person or group which will have
become void), in whole or in part, at an exchange ratio of
one share of FCC Common Stock, or one one-hundredth of a
share of Series A Preferred Stock (or of a share of a class
or series of FCC's preferred stock having equivalent rights,
preferences and privileges), per Right (subject to
adjustment).
With certain exceptions, no adjustment in the Purchase
Price will be required until cumulative adjustments require
an adjustment of at least 1% in such Purchase Price. No
fractional Series A Preferred Stock will be issued (other
than fractions which are integral multiples of one one-
hundredth of a share of Series A Preferred Stock, which may,
at the election of FCC, be evidenced by depositary receipts)
and in lieu thereof, an adjustment in cash will be made
based on the market price of the Series A Preferred Stock on
the last trading day prior to the date of exercise.
At any time prior to such time as any person becomes an
Acquiring Person, the Board of Directors of FCC may redeem
the Rights in whole, but not in part, at a price of $.01 per
Right (the "Redemption Price"). The redemption of the
Rights may be made effective at such time on such basis with
such conditions as the Board of Directors in its sole
discretion may establish. Immediately upon any redemption
of the Rights, the right to exercise the Rights will
terminate and the only right of the holders of Rights will
be to receive the Redemption Price.
The terms of the Rights may be amended by the Board of
Directors of FCC without the consent of the holders of the
Rights, except that from and after such times as any person
or group of affiliated or associated persons becomes an
Acquiring Person no such amendment may adversely affect the
interests of the holders of the Rights.
Until a Right is exercised, the holder thereof, as
such, will have no rights as a stockholder of FCC,
including, without limitation, the right to vote or to
receive dividends.
Item 2. Exhibits.
1. Composite Amended and Restated Articles of
Incorporation of First Commerce Corporation, as amended,
included as Exhibit 3.1 to First Commerce Corporation's
Annual Report on Form 10-K for the year ended December 31,
1995 and incorporated herein by this reference.
2 Rights Agreement between First Commerce
Corporation and First Chicago Trust Company of New York, as
Rights Agent, dated February 27, 1996, included as Exhibit
4.3 to First Commerce Corporation's Annual Report on Form
10-K for the year ended December 31, 1995 and incorporated
herein by this reference.
SIGNATURE
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the Registrant has duly
caused this Registration Statement to be signed on its
behalf by the undersigned, thereto duly authorized.
FIRST COMMERCE CORPORATION
By: /s/ Thomas L. Callicutt
_____________________________
Thomas L. Callicutt
Executive Vice President,
Controller, and Principal
Accounting Officer
Date: May 2, 1996
____________________________
