FIRST COMMERCE CORP /LA/
8-K, 1997-01-24
NATIONAL COMMERCIAL BANKS
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               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): January 14, 1997


                     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) 623-1371


                                  N/A
       (Former name or former address, if changed since last report)



Item 5.   Other Events.


     On  January  14, 1997, First Commerce Corporation issued the following 
press release:


                        JANUARY 14, 1997

CONTACTS:                       MICHAEL A. FLICK  (504) 623-1492
                                 HOLLY E. HOBSON  (504) 623-2917


       FIRST COMMERCE ANNOUNCES FOURTH QUARTER EARNINGS

      New Orleans - First Commerce Corporation (NASDAQ-FCOM) announced today
that its  net income for the  fourth quarter was  $28.7 million, or $.72 per 
share.  Fully diluted earnings  per share were $.66 in the third quarter of 
1996 and $.15 for  the fourth quarter of 1995.

      The  following  key items impacted the fourth  quarter's
results:
     *    Net interest income (FTE) rose 3% from the prior quarter
       and 12% from 1995's fourth quarter to $97.8 million in 1996's
       fourth quarter.  Loan growth was again the most significant
       cause of the net interest income improvement.  The  net
       interest margin was 4.76% in the fourth quarter, compared to
       4.82% in the third quarter and 4.54% in last year's fourth
       quarter.

     *     Noninterest income was 4% higher than in the  third
       quarter and 18% higher than in 1995's fourth quarter, with
       increases in most categories of fee income.  Credit card fees,
       which rose 17% from the previous quarter and 50% from last
       year's fourth quarter, were the most significant contributor.
       Trust and broker/dealer revenues also showed strong increases.
     
     *     Operating expense was $85.3 million for the  fourth
       quarter, compared to $83.6 million for the third quarter and
       $95.6 million for 1995's fourth quarter.  The fourth quarter
       included  an  increase  of $3.8 million  for  incentive
       compensation tied to the 11% appreciation of the common stock
       during the fourth quarter; this increase reduced fully diluted
       earnings per share by $.06 from the third quarter.  The third
       quarter of 1996 included a $5.3 million charge for the SAIF
       recapitalization, while 1995's fourth quarter contained $17.5
       million in merger-related and other charges.  The increase in
       operating expense from 1995's fourth quarter was primarily
       related  to performance-based and stock-based incentive
       compensation plans.  Excluding the above-mentioned items,
       operating expense rose 4% from the third quarter and 4% from
       the last quarter of 1995.

     *    The provision for loan losses was $14.2 million in the
      fourth quarter, up from $12.5 million in the third quarter,
      but down from $19.8 million in 1995's fourth quarter.  Higher
      net charge-offs of loans in the consumer finance operation and
      credit card loans caused the provision to increase.  Included
      in the provision for last year's fourth quarter was $10
      million related to the closure of the land-based casino in New
      Orleans.

      Loan  growth was strong again this quarter.  Total loans
rose  to $6.2 billion as of December 31, 1996, 21% higher than
one year ago and 7% higher than at September 30, 1996.  Growth
was  in  all  categories.  Credit card  loans  grew  13%  from
September  30,  1996, to $830 million, while commercial  loans
were  up 11% to end the year at $1.3 billion.  At the  end  of
1996,  59%  of  total  loans were consumer,  including  credit
cards, and 41% were commercial.

     Total deposits were $7.3 billion at December 31, 1996, 5%
higher  than one year earlier.  Average deposits grew 2%  from
the  third quarter to the fourth quarter and were up  3%  from
last year's fourth quarter.

      Nonperforming assets were $31.9 million at December  31,
1996,  or  .51%  of  loans, improved  from  $33.5  million  at
September 30 and $59.8 million at the end of 1995.  Net charge-
offs were $11.9 million in the fourth quarter, $8.5 million in
the third quarter, and $18.7 million in 1995's fourth quarter.
As  a  percent of loans, net charge-offs were .79%,  including
credit card charge-offs of 3.85% and consumer loan charge-offs
of  1.13%;  commercial loans had a net recovery.  Net  charge-
offs   in  the  company's  consumer  finance  operation   have
increased  throughout the year, to $2.3 million in the  fourth
quarter.   The rise in credit card net charge-offs  throughout
1996 at First Commerce, to $7.3 million in the fourth quarter,
has  tracked national trends and is principally due to  higher
bankruptcies; however, the company's charge-off  rate  remains
below national averages.

      The  efficiency  ratio was 59.5% in the fourth  quarter.
This  was  up from 56.5% for the third quarter, excluding  the
SAIF  charge.  While revenues grew more than 3% from the third
to  the  fourth  quarter, the rise in the common  stock  price
increased  expenses  for incentive compensation  tied  to  the
stock  price.   Excluding the increased  cost  of  stock-based
incentive  compensation in the fourth quarter, the  efficiency
ratio  would have been 56.9%.  The efficiency ratio was  61.7%
in 1995's fourth quarter, excluding nonrecurring items.

      For  the  twelve months, net income was $118.4  million,
versus  $76.0 million in 1995.  The improvement from  1995  to
1996  was  primarily caused by the 9% growth of revenues,  and
the  absence  in  1996  of $19.1 million  of  one-time  merger
expenses incurred in 1995 and $11.4 million of 1995 securities
losses.   Fully diluted earnings per share were $2.89 in  1996
and $1.87 in 1995.  Return on equity was 16.34% and return  on
assets was 1.39%.

      Net interest income (FTE) was $375.5 million in 1996,  a
7%  increase  over  1995.  Loan growth of  21%  was  the  most
significant  cause  of this improvement.   Noninterest  income
rose  14%  to  $172.4 million.  Operating expense  was  $326.8
million  during 1996; excluding nonrecurring items,  operating
expense increased only 3%.

      On  October  21, 1996, First Commerce called  its  7.25%
Cumulative  Convertible Preferred Stock for  redemption.   The
redemption date was January 2, 1997.  As expected, all of  the
preferred  stock  was converted into common stock  during  the
fourth  quarter,  except for a nominal amount of  redemptions.
The   common  stock  issued  for  the  conversions  had   been
repurchased  by  the company earlier in the year  specifically
for this purpose.

      Total assets were $9.2 billion at December 31, 1996, and
deposits  were $7.3 billion.  The leverage ratio was 7.76%  at
the end of the year.

      First  Commerce Corporation is a New Orleans-based  bank
holding  company operating six Louisiana banks in  Alexandria,
Baton Rouge, Lafayette, Lake Charles, Monroe and New Orleans.


<TABLE>     
<CAPTION>

  FIRST  COMMERCE  CORPORATION  AND  SUBSIDIARIES                                                                      
  FINANCIAL HIGHLIGHTS
                                                        Fourth       Fourth         Twelve Months Ended         
                                                        Quarter      Quarter           December 31   
  (dollars in thousands, except per share data)          1996         1995           1996          1995          
                                                     -----------   -----------    ------------  ------------  
  <S>                                                <C>           <C>            <C>           <C> 
  INCOME DATA                                                                                                          
     Net interest income                             $    96,232   $    86,086    $    369,742  $    343,344
     Net interest income (tax equivalent)            $    97,776   $    87,596    $    375,500  $    349,317
     Provision for loan losses                       $    14,168   $    19,808    $     37,983  $     30,600
     Other income (exclusive of securities 
       transactions                                  $    45,498   $    38,674    $    172,377  $    151,279
     Securities transactions                         $       407   $     1,868    $        160  $    (11,413)
     Operating expense                               $    85,304   $    95,635    $    326,848  $    337,204 
     Operating income                                $    28,442   $     5,703    $    118,334  $     83,369 
     Net income                                      $    28,707   $     6,917    $    118,438  $     75,951 
                                                                                                                       
  AVERAGE BALANCE SHEET DATA                                                                                           
     Loans, net of unearned income                   $ 5,982,771   $ 4,935,576    $  5,512,428  $  4,542,678 
     Securities                                      $ 2,157,419   $ 2,689,239    $  2,253,065  $  2,831,943 
     Earning assets                                  $ 8,188,195   $ 7,677,557    $  7,831,517  $  7,464,065 
     Total assets                                    $ 8,843,783   $ 8,367,588    $  8,525,109  $  8,141,194 
     Deposits                                        $ 6,950,851   $ 6,741,690    $  6,887,675  $  6,703,077 
     Long-term debt                                  $    82,460   $    88,950    $     85,338  $     89,739 
     Stockholders' equity                            $   710,131   $   726,349    $    724,674  $    687,533 
                                                                                                                       
  PER COMMON SHARE DATA                                                                                                
     Net income - fully diluted                      $      0.72   $      0.15    $       2.89  $       1.87 
     Net income - primary                            $      0.76   $      0.15    $       3.02  $       1.89 
     Operating income - fully diluted                $      0.71   $      0.12    $       2.88  $       2.05 
     Operating income - primary                      $      0.75   $      0.12    $       3.02  $       2.09 
     Book value (end of period)                      $     18.66   $     17.86    $      18.66  $      17.86
     Cash dividends                                  $      0.40   $      0.35    $       1.45  $       1.25
                                                                                                                      
  RATIOS                                                                                                              
     Net income as a percent of:                                                                                      
        Average assets                                      1.29%         0.33%           1.39%         0.93%
        Average total equity                               16.08%         3.78%          16.34%        11.05%
        Average common equity                              16.81%         3.48%          16.95%        11.41%
     Operating income as a percent of:                                                                                 
        Average assets                                      1.28%         0.27%           1.39%         1.02%
        Average total equity                               15.93%         3.12%          16.33%        12.13%
        Average common equity                              16.66%         2.76%          16.93%        12.59%
     Net interest income (tax equivalent) as                                                                          
        a percent of average earning assets                 4.76%         4.54%           4.79%         4.68%
     Operating expense less other income                                                                               
        (excluding securities transactions) as a                                                                       
        percent of average earning assets                   1.93%         2.94%           1.97%         2.49%
     Operating expense as a percent of                                                                                 
        total revenue (tax equivalent and excluding                                                                    
        securities transactions)                           59.54%        75.74%          59.66%        67.36%
     Allowance for loan losses as a percent of                                                                         
        net loans, at end of period                         1.31%         1.48%           1.31%         1.48%
     Nonperforming assets as a percent of                                                                              
        net loans plus foreclosed 
        assets, at end of period                            0.51%         1.17%           0.51%         1.17%
     Stockholders' equity as a percent                                                                                
        of total assets, at end of period                   7.87%         8.59%           7.87%         8.59%
     Leverage ratio at end of period                        7.76%         8.16%           7.76%         8.16%

</TABLE>

                         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.
                                  Executive Vice President,
                                        Controller and
                                 Principal Accounting Officer

Dated: January 24, 1997




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