UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-K/A
AMENDMENT TO APPLICATION OR REPORT
Filed pursuant to Section 12, 13 or 15(d) of
THE SECURITIES EXCHANGE ACT OF 1934
FIRST COMMERCE CORPORATION
(Exact name of registrant as specified in charter)
AMENDMENT NO. 1
The undersigned registrant hereby amends the following items,
financial statements, exhibits or other portion of its 1996 Annual Report
on Form 10-K as set forth in the pages attached hereto:
Item 14.(a) 3 - Exhibits
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this amendment to be signed on its behalf
by the undersigned thereunto duly authorized.
First Commerce Corporation
--------------------------
Registrant
Date April 30, 1997 By /s/ Thomas L. Callicutt, Jr.
-------------- ---------------------------------------
Thomas L. Callicutt, Jr.
Executive Vice President, Controller
and Principal Accounting Officer
First Commerce Corporation
Item 14.(a) 3 Exhibits
24.2 Consent of Arthur Andersen LLP
24.3 Consent of Arthur Andersen LLP
28.1 Form 11-K - Annual Report of First Commerce
Corporation's Tax-Deferred Savings Plan
28.2 Form 11-K - Annual Report of First Commerce
Corporation's Supplemental Tax-Deferred Savings Plan
Exhibit 24.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation of our report, dated April 11, 1997, included in First
Commerce Corporation's Tax-Deferred Savings Plan's Form 11-K for the year
ended December 31, 1996, into the Corporation's previously filed
Registration Statement File No. 33-57035 on Form S-8.
/s/ ARTHUR ANDERSEN LLP
---------------------------
ARTHUR ANDERSEN LLP
New Orleans, Louisiana,
April 29, 1997
Exhibit 24.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation of our report, dated April 11, 1997, included in First
Commerce Corporation's Supplemental Tax-Deferred Savings Plan's Form 11-K
for the year ended December 31, 1996, into the Corporation's previously
filed Registration Statement File No. 33-28002 on Form S-8.
/s/ ARTHUR ANDERSEN LLP
-----------------------------
ARTHUR ANDERSEN LLP
New Orleans, Louisiana,
April 29, 1997
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT
X ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
___ SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1996
OR
___ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number 0-7931
FIRST COMMERCE CORPORATION
TAX-DEFERRED SAVINGS PLAN
(Full title of the plan)
FIRST COMMERCE CORPORATION
(Name of the issuer of the securities held pursuant to the plan)
201 Saint Charles Avenue, 29th Floor
New Orleans, Louisiana 70170
(address of principal executive office)
_____________________________________________________________________________
FIRST COMMERCE CORPORATION
TAX-DEFERRED SAVINGS PLAN
INDEX FOR 1996
PAGE NUMBER
1.) Report of Independent Public Accountants F-2
2.) Statements of Net Assets Available for Benefits
at December 31, 1996 and 1995 F-3
3.) Statement of Changes in Net Assets Available for
Benefits with Fund Information for the year
ended December 31, 1996 F-4
4.) Notes to Financial Statements F-5 to F-9
5.) Schedule of Assets Held for Investment Purposes
at December 31, 1996 (Item 27a) F-10
6.) Schedule of Reportable Transactions for the year
ended December 31, 1996 (Item 27d) F-11
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Trustee of First Commerce Corporation
Tax-Deferred Savings Plan:
We have audited the accompanying statements of net assets available for plan
benefits of the First Commerce Corporation Tax-Deferred Savings Plan (the
Plan) as of December 31, 1996 and 1995 and the related statement of changes
in net assets available for plan benefits for the year ended December 31,
1996. These financial statements and the schedules referred to below are
the responsibility of the Plan's management. Our responsibility is to
express an opinion on these financial statements and schedules based on our
audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the
Plan as of December 31, 1996 and 1995 and the changes in its net assets
available for plan benefits for the year ended December 31, 1996, in
conformity with generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The schedule of assets held for
investment purposes and reportable transactions are presented for purposes
of additional analysis and are not a required part of the basic financial
statements but are supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the
Employee Retirement Income Security Act of 1974. The Fund Information in
the statements of net assets available for plan benefits and the statement
of changes in net assets available for plan benefits is presented for
purposes of additional analysis rather than to present the net assets
available for plan benefits and changes in net assets available for plan
benefits of each fund. The supplemental schedules and Fund Information have
been subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
/s/ ARTHUR ANDERSEN LLP
New Orleans, Louisiana,
April 11, 1997
FIRST COMMERCE CORPORATION
--------------------------
TAX-DEFERRED SAVINGS PLAN
-------------------------
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
-----------------------------------------------
(In Thousands)
December 31
---------------------
1996 1995
--------- ---------
ASSETS:
Investments (at fair value)-
Participant-directed-
Marquis Treasury Securities Money Market Fund $ 6,581 $ 5,401
Marquis Government Securities Fund 4,245 3,298
Marquis Balanced Fund 4,917 3,516
Marquis Value Equity Fund 4,004 2,686
Marquis Growth Equity Fund 1,218 -
Fidelity Advisor High-Yield Fund 2,648 1,729
Fidelity Advisor Growth Opportunities Fund 6,453 4,533
Scudder Global Fund 2,438 1,247
Twentieth Century Ultra Investors Fund 3,123 1,822
FCC Common Stock Fund 21,351 13,591
Participant Loan Fund 4,296 3,548
Non-participant-directed-
Employer match - FCC Common Stock Fund 31,860 20,940
--------- ---------
Total investments 93,134 62,311
Dividends and interest receivable
Participant-directed
Marquis Treasury Securities Money Market Fund 26 24
Marquis Government Securities Fund 20 14
Marquis Balanced Fund 260 30
Marquis Value Equity Fund 268 14
Marquis Growth Equity Fund 1 -
Fidelity Advisor High-Yield Fund 42 -
Fidelity Advisor Growth Opportunities Fund 349 -
Scudder Global Fund 34 49
Twentieth Century Ultra Investors Fund 185 84
FCC Common Stock Fund 549 378
--------- ---------
Total dividends and interest receivable 1,734 593
Cash
Participant directed
Marquis Treasury Securities Money Market Fund - 54
Marquis Government Securities Fund - 19
Marquis Balanced Fund - 15
Marquis Value Equity Fund - 8
Marquis Growth Equity Fund - -
Fidelity Advisor High-Yield Fund - 18
Fidelity Advisor Growth Opportunities Fund - 10
Scudder Global Fund - 4
Twentieth Century Ultra Investors Fund - 20
--------- ---------
Total cash - 148
--------- ---------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $ 94,868 $ 63,052
========= =========
The accompanying notes are an integral part of these financial statements.
FIRST COMMERCE CORPORATION
--------------------------
TAX-DEFERRED SAVINGS PLAN
-------------------------
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
- -------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31, 1996
----------------------------
(In Thousands)
--------------
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED
-----------------------------------------------------------------------
Marquis
Treasury
Securities Marquis Marquis Marquis Fidelity
Money Government Marquis Value Growth Advisor
Market Securities Balanced Equity Equity High-Yield
Fund Fund Fund Fund Fund Fund
---------- ---------- --------- --------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
INVESTMENT INCOME:
Dividends on FCC common stock $ - $ - $ - $ - $ - $ -
Interest and other dividends 278 193 364 316 5 225
NET APPRECIATION (DEPRECIATION) IN FAIR
VALUE OF INVESTMENTS 1 (59) 72 205 78 52
CONTRIBUTIONS:
Participants' 1,016 731 805 831 199 509
Employer's - - - - - -
BENEFITS PAID TO PARTICIPANTS (719) (570) (326) (303) (40) (183)
MERGED PLAN ASSETS 607 342 919 490 699 136
PARTICIPANT LOANS
New Loans (804) (235) (321) (340) (16) (145)
Principal payments 611 175 226 254 13 109
Interest payments 60 18 25 28 1 14
INTERFUND TRANSFERS 78 339 (148) 83 280 226
------- ------- ------- ------- ------- -------
CHANGES IN NET ASSETS AVAILABLE
FOR BENEFITS FOR THE YEAR 1,128 934 1,616 1,564 1,219 943
NET ASSETS AVAILABLE FOR BENEFITS
AT DECEMBER 31, 1995 5,479 3,331 3,561 2,708 - 1,747
------- ------- ------- ------- ------- -------
NET ASSETS AVAILABLE FOR BENEFITS
AT DECEMBER 31, 1996 $ 6,607 $ 4,265 $ 5,177 $ 4,272 $ 1,219 $ 2,690
======= ======= ======= ======= ======= =======
</TABLE>
<TABLE>
<CAPTION>
NON-
PARTICIPANT
PARTICIPANT DIRECTED DIRECTED
-------------------------------------------------------------- ------------
Fidelity Twentieth
Advisor Century
Growth Scudder Ultra FCC FCC
Opportunities Global Investors Participant Common Common Grand
Fund Fund Fund Loan Fund Stock Fund Stock Fund Total
---------- ----------- --------- ----------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
INVESTMENT INCOME:
Dividends on FCC common stock $ - $ - $ - $ - $ 829 $ 978 $ 1,807
Interest and other dividends 354 137 185 - 7 7 2,071
NET APPRECIATION (DEPRECIATION)
IN FAIR VALUE OF INVESTMENTS 590 104 144 - 6,376 5,081 12,644
CONTRIBUTIONS:
Participants' 1,307 602 812 - 2,428 - 9,240
Employer's - - - - - 2,198 2,198
BENEFITS PAID TO PARTICIPANTS (347) (137) (208) (194) (881) (1,999) (5,907)
MERGED PLAN ASSETS 443 441 367 13 369 4,655 9,481
PARTICIPANT LOANS
New Loans (335) (135) (238) 3,450 (881) - -
Principal payments 297 95 154 (2,521) 587 - -
Interest payments 33 12 19 - 72 - 282
INTERFUND TRANSFERS (83) 53 147 - (975) - -
------- ------- ------- ------- -------- -------- --------
CHANGES IN NET ASSETS AVAILABLE
FOR BENEFITS FOR THE YEAR 2,259 1,172 1,382 748 7,931 10,920 31,816
NET ASSETS AVAILABLE FOR BENEFITS
AT DECEMBER 31, 1995 4,543 1,300 1,926 3,548 13,969 20,940 63,052
------- ------- ------- ------- -------- -------- --------
NET ASSETS AVAILABLE FOR BENEFITS
AT DECEMBER 31, 1996 $ 6,802 $ 2,472 $ 3,308 $ 4,296 $ 21,900 $ 31,860 $ 94,868
======= ======= ======= ======= ======== ======== ========
</TABLE>
The accompanying notes are an integral part of this financial statement.
FIRST COMMERCE CORPORATION
--------------------------
TAX-DEFERRED SAVINGS PLAN
-------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
DECEMBER 31, 1996
-----------------
NOTE 1 - PLAN DESCRIPTION
The following description of the First Commerce Corporation (FCC)
Tax-Deferred Savings Plan (the Plan) provides only general
information. Participants should refer to the Plan document for a
more complete description of the Plan's provisions.
General
The Plan is a defined contribution plan established by FCC under the
provisions of Section 401(a) of the Internal Revenue Code (IRC),
which includes a qualified deferred arrangement as described in
Section 401(k) of the IRC, for the benefit of eligible employees of
FCC. The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974 (ERISA). The Plan became
effective January 1, 1986, with the purpose of the Plan being to
encourage employees of FCC and its subsidiaries to save and
systematically invest a portion of their current compensation to
provide for their future needs or the future needs of their
beneficiaries, to defer the payment of taxes on such compensation
and to allow such employees to participate in the income and growth
of FCC. Substantially all of FCC's full-time employees and any
other employees completing 1,000 hours of service are eligible to
participate in the Plan. First National Bank of Commerce (FNBC), a
subsidiary of FCC, is the trustee of the Plan and receives no
compensation for services rendered. FCC pays all administrative
expenses of the Plan.
Contributions
Each year, eligible employees may voluntarily contribute 1% to 15%
of eligible compensation, as defined by the Plan, up to a maximum of
$9,500 for 1996. FCC matches 50% of each employees annual
contribution with a maximum employer contribution of 2-1/2% of
eligible compensation. FCC contributions are made into the FCC
Common Stock Fund.
Participant Accounts
Each participant's account is credited with the employee's
contribution, FCC's contribution applicable to such employee and an
allocation of Plan earnings. Earnings from each fund are allocated
to individual participant accounts proportionate to their balances
in each fund. The benefit available to each participant is the
participant's vested balance.
Vesting
Participants are fully vested in their contributions plus the
related earnings on their contributions. Vesting in FCC's matching
contribution and earnings thereon is based upon years of service
with vesting occurring at a rate of 25% per year with full vesting
occurring after four years. Alternatively, a participant may become
fully vested in FCC's matching contributions and actual earnings
thereon upon the participant's death, attainment of age 65 or
disability. If an employee terminates his employment and is later
reemployed before a one year period has elapsed, he will be treated
for vesting purposes as if termination had not occurred.
Participant account balances from merged plans were fully vested at
the date of the merger.
Forfeitures
Any nonvested portion of a terminated employee's account is held in
a forfeitures account until the end of the calendar year of the
termination. Forfeited amounts are used to reduce FCC's
contribution in the subsequent year. Forfeitures available were
$2,240 and $113,682 at December 31, 1996 and 1995, respectively.
Forfeitures used to reduce employer contributions during 1996 were
$194,562.
Participant Loans
Participants may borrow from their fund accounts a minimum of $1,000
up to a maximum equal to the lesser of 50% of their vested account
balances or $50,000. Loan terms range from 1-5 years, unless the
purpose of the loan is for the purchase of a primary residence for
which the maximum loan term is 10 years. The interest rate applied
to the loan is based upon the average rate charged by area banks on
loans with similar terms. This interest is deposited into the
borrower's fund account and invested in the borrower's current
investment elections. Principal and interest is paid ratably
through monthly payroll deductions. Upon termination of employment,
the participant or beneficiary has the longer of sixty days from
such event or the last day of the calendar quarter in which the
event occurs to repay the full amount due.
Payment of Benefits
Upon termination of employment or disability, a participant may
elect to receive either a lump-sum amount equal to the value of the
participant's vested interest or annual installments over five
years, ten years or the participant's life expectancy. However, if
the total value of the participant's vested interest is less than
$3,500, then a lump-sum payment will be made.
Investment Options
Upon enrollment in the Plan, participants may direct their
contributions in 1% increments into any of the investment options
available. Participants may change the direction of their
contributions among the available funds on a daily basis. The
following funds were available as investment options as of December
31, 1996:
a. Marquis Treasury Securities Money Market Fund - Investments
are in U.S. Treasury issued obligations.
b. Marquis Government Securities Fund - Investments are
primarily (at least 65%) in U.S. Government obligations.
c. Marquis Balanced Fund - Investments are in cash equivalents,
large cap equities and high quality fixed income securities.
This fund was previously referred to as the Marquis Growth
and Income Fund.
d. Marquis Value Equity Fund - Investments are in common stocks
of larger companies.
e. Marquis Growth Equity Fund - Investments are primarily (at
least 65%) in common stocks, warrants, rights to purchase
common stocks, convertible securities and preferred stocks.
f. Fidelity Advisor High-Yield Fund - Investments are primarily
(at least 65%) in high yield bonds ("junk bonds"),
debentures, notes, convertible securities and preferred
stocks.
g. Fidelity Advisor Growth Opportunities Fund - Investments
are primarily (at least 65%) in the securities of companies
considered to have long-term growth potential.
h. Scudder Global Fund - Investments are in the equity
securities of companies expected to benefit from global
economic trends.
i. Twentieth Century Ultra Investors Fund - Investments are in
the stocks of companies with an expected high level of
volatility.
j. FCC Common Stock Fund - Investments are in FCC common stock.
Includes cash which is temporarily invested in a money
market fund.
The trust department of FNBC provides investment advice to the
aforementioned Marquis funds.
NOTE 2 - ACQUISITIONS
Central Corporation and First Bancshares, Inc. were acquired by FCC
in 1995. Wolcott Mortgage Group, Inc. was acquired by FNBC in 1994.
The assets of similar plans of Central Corporation, First
Bancshares, Inc. and Wolcott Mortgage Group, Inc. were transferred
into the Plan during 1996.
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The financial statements of the Plan are prepared using the accrual
basis of accounting.
Basis of Presentation
Certain prior years' amounts have been reclassified to conform with
current year financial statement presentation.
Use of Estimates
The accounting and reporting policies of FCC conform with generally
accepted accounting principles. In preparing the financial
statements, FCC is required to make estimates and assumptions that
affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those
estimates.
Income Recognition
Interest income is recorded on the accrual basis. Dividend income
is recorded on the ex-dividend date.
Investment Valuation
Plan investments are stated at fair value with securities traded in
public markets valued at their quoted market prices. Purchases and
sales of securities are reflected on a trade-date basis. The
difference between fair values from one period to the next is
recognized as net appreciation (depreciation) in the fair value of
investments in the accompanying Statement of Changes in Net Assets
Available for Benefits. All investment transactions or series of
transactions in excess of five percent of net assets available for
benefits as of the beginning of the year are listed on the Schedule
of Reportable Transactions.
Payment of Benefits
Benefits are recorded when paid.
NOTE 4 - PLAN TERMINATION
Although it has not expressed any intent of doing so, FCC has the
right under the Plan to discontinue its contributions at any time
and to terminate the Plan by a formal resolution of FCC's Board of
Directors, subject to the provisions of ERISA. In the event of Plan
termination, participants will become fully vested and the accounts
will be nonforfeitable.
NOTE 5 - RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for
benefits per the financial statements to the Form 5500 (in
thousands):
December 31
-------------------------
1996 1995
---------- ----------
Net assets available for plan benefits per
the financial statements $ 94,868 $ 63,052
Amounts allocated to withdrawing participants (915) (594)
--------- ----------
Net assets available for benefits per the
Form 5500 $ 93,953 $ 62,458
========= ==========
The following is a reconciliation of benefits paid to participants per
the financial statements to the Form 5500 (in thousands):
Year Ended
December 31, 1996
-----------------
Benefits paid to participants per the financial statements $ 5,907
Add: Amounts allocated to withdrawing participants at
December 31, 1996 915
Less: Amounts allocated to withdrawing participants at
December 31, 1995 (594)
-----------
Benefits paid to participants per the Form 5500 $ 6,228
===========
Amounts allocated to withdrawing participants are recorded on Form 5500
for benefits claims that have been processed and approved for payment
prior to December 31, but not yet paid as of that date.
NOTE 6 - INCOME TAX STATUS
The Plan obtained its latest determination letter on March 27, 1996, in
which the IRS stated that the Plan, as then designed, was in compliance
with the applicable requirements of the Internal Revenue Code. The Plan
has been amended since receiving the determination letter. However, the
plan administrators and the Plan's tax counsel believe that the Plan is
currently designed and being operated in compliance with the applicable
requirements of the Internal Revenue Code and, therefore, that the Plan
was qualified and the related trust was tax exempt through the year ended
December 31, 1996.
Schedule I
FIRST COMMERCE CORPORATION
TAX-DEFERRED SAVINGS PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AT DECEMBER 31, 1996
EIN #72-0701203/PLAN #003
(Dollars In Thousands)
<TABLE>
<CAPTION>
Shares or
Principal Current
Identity of Issuer/Description Amount Cost Value
- -------------------------------------------- --------- --------- ---------
<S> <C> <C> <C>
*Marquis Treasury Securities Money Market Fund 6,580,578 $ 6,501 $ 6,581
*Marquis Government Securities Fund 432,331 4,177 4,245
*Marquis Balanced Fund 437,097 4,612 4,917
*Marquis Value Equity Fund 307,980 3,576 4,004
*Marquis Growth Equity Fund 97,180 1,144 1,218
Fidelity Advisor High-Yield Fund 217,057 2,532 2,648
Fidelity Advisor Growth Opportunities Fund 182,817 5,393 6,453
Scudder Global Fund 84,645 2,251 2,438
Twentieth Century Ultra Investors Fund 111,166 2,823 3,123
*FCC Common Stock Fund 1,553,781 25,628 53,211
*Participant Loan Fund (interest rates
ranging from 7.27% to 10.25%) 4,296,051 4,296 4,296
-------- --------
Total $ 62,933 $ 93,134
======== ========
</TABLE>
*Represents a Party-In-Interest to the Plan.
Schedule II
FIRST COMMERCE CORPORATION
TAX-DEFERRED SAVINGS PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
EIN #72-0701203/PLAN #003
(Dollars in Thousands)
<TABLE>
<CAPTION>
Cost of
Identity of Party Involved\ No. of Purchase Selling Assets
Description Transactions Price <F1> Price <F1> Sold Gain/(Loss)
- ----------------------------- ------------ ---------- ---------- -------- -----------
<S> <C> <C> <C> <C> <C>
Marquis Treasury Securities
Money Market Fund 286 $ 3,873 $ 2,700 $ 2,700 $ -
Fidelity Advisor Growth
Opportunities Fund 294 $ 2,521 $ 1,192 $ 1,020 $ 172
First Commerce Corporation
Common Stock Fund 317 $12,486 $ 4,286 $ 3,108 $ 1,178
<F1> Current value equals the purchase price or selling price on the transaction date.
Purchase price includes expenses related to the purchase. Selling price shown
is net of expenses.
</TABLE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT
X ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
___ SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1996
OR
___ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number 0-7931
FIRST COMMERCE CORPORATION
SUPPLEMENTAL TAX-DEFERRED SAVINGS PLAN
(Full title of the plan)
FIRST COMMERCE CORPORATION
(Name of the issuer of the securities held pursuant to the plan)
201 Saint Charles Avenue, 29th Floor
New Orleans, Louisiana 70170
(address of principal executive office)
FIRST COMMERCE CORPORATION
SUPPLEMENTAL TAX-DEFERRED SAVINGS PLAN
INDEX FOR 1996
PAGE NUMBER
1.) Report of Independent Public Accountants F-2
2.) Statements of Net Assets Available for Benefits
as of December 31, 1996 and 1995 F-3
3.) Statements of Changes in Net Assets Available for
Benefits with Fund Information for the years ended
December 31, 1996, 1995 and 1994 F-4 to F-6
4.) Notes to Financial Statements F-7 to F-11
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Trustee of First Commerce Corporation
Supplemental Tax-Deferred Savings Plan:
We have audited the accompanying statements of net assets available for plan
benefits of the First Commerce Corporation Supplemental Tax-Deferred Savings
Plan (the Plan) as of December 31, 1996 and 1995 and the related statements
of changes in net assets available for plan benefits for the years ended
December 31, 1996, 1995 and 1994. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
The Plan's statements of changes in net assets available for plan benefits
for the years ended December 31, 1995 and 1994 do not separately disclose
the activity between non-participant and participant directed assets because
this information is not readily available. Disclosure of this information
is required by generally accepted accounting principles.
In our opinion, except for the omission of the information discussed in the
preceding paragraph, the financial statements referred to above present
fairly, in all material respects, the net assets available for plan benefits
of the Plan as of December 31, 1996 and 1995 and the changes in its net
assets available for plan benefits for the years ended December 31, 1996,
1995 and 1994, in conformity with generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The Fund Information in the
statements of net assets available for benefits and the statements of
changes in net assets available for benefits is presented for purposes of
additional analysis rather than to present the net assets available for plan
benefits and changes in net assets available for plan benefits of each fund.
The Fund Information has been subjected to the auditing procedures applied
in the audits of the basic financial statements and, in our opinion, is
fairly stated in all material respects in relation to the basic financial
statements taken as a whole.
/s/ ARTHUR ANDERSEN LLP
New Orleans, Louisiana,
April 11, 1997
FIRST COMMERCE CORPORATION
--------------------------
SUPPLEMENTAL TAX-DEFERRED SAVINGS PLAN
--------------------------------------
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
-----------------------------------------------
(Dollars In Thousands)
<TABLE>
<CAPTION>
December 31
---------------------
1996 1995
-------- --------
<S> <C> <C>
ASSETS:
Investments (at fair value) -
Participant-directed-
Marquis Treasury Securities Money Market
Fund - 84,743 shares ($85 cost) and 80,725
shares ($81 cost), respectively $ 85 $ 81
Marquis Government Securities Fund - 8,521 shares
($84 cost) and 1,326 shares ($13 cost), respectively 84 13
Marquis Balanced Fund - 3,971 shares ($43 cost)
and 3,047 shares ($33 cost), respectively 45 34
Marquis Value Equity Fund - 418 shares ($6 cost)
and 40 shares ($1 cost), respectively 5 -
Fidelity Advisor High-Yield Fund - 467 shares ($6 cost)
and 438 shares ($5 cost), respectively 6 5
Fidelity Advisor Growth Opportunities Fund - 159 shares
($5 cost) and 171 shares ($5 cost), respectively 5 5
Scudder Global Fund - 113 shares ($3 cost) 3 -
Twentieth Century Ultra Investors Fund - 37 shares
($1 cost) 1 -
FCC Common Stock Fund - 36,052 shares ($613 cost)
and 28,513 shares ($456 cost), respectively 1,017 699
Non-participant-directed-
FCC Common Stock Fund - 15,744 shares ($254 cost)
and 12,627 shares ($197 cost), respectively 422 301
-------- --------
Total investments 1,673 1,138
Dividends receivable - FCC Common Stock Fund 15 11
-------- --------
NET ASSETS AVAILABLE FOR BENEFITS $ 1,688 $ 1,149
======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
FIRST COMMERCE CORPORATION
--------------------------
SUPPLEMENTAL TAX-DEFERRED SAVINGS PLAN
--------------------------------------
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
- -------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31, 1996
----------------------------
(In Thousands)
--------------
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED ASSETS
-----------------------------------------------------------------------------
Marquis
Treasury Fidelity
Securities Marquis Marquis Fidelity Advisor
Money Government Marquis Value Advisor Growth Scudder
Market Securities Balanced Equity High-Yield Opportunities Global
Fund Fund Fund Fund Fund Fund Fund
-------- --------- -------- -------- -------- ----------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
INVESTMENT INCOME:
Dividends on FCC common stock $ - $ - $ - $ - $ - $ - $ -
Interest and other dividends 4 3 3 - 1 - -
NET APPRECIATION (DEPRECIATION) IN FAIR
VALUE OF INVESTMENTS - - 1 - - - -
CONTRIBUTIONS:
Participants' - 68 7 5 2 2 3
Employer's - - - - - - -
WITHDRAWALS AND TERMINATIONS - - - - (2) (2) -
------- ------- ------- ------- ------- ------- -------
CHANGES IN NET ASSETS AVAILABLE FOR
BENEFITS FOR THE YEAR 4 71 11 5 1 - 3
NET ASSETS AVAILABLE FOR BENEFITS
AT DECEMBER 31, 1995 81 13 34 - 5 5 -
------- ------- ------- ------- ------- ------- -------
NET ASSETS AVAILABLE FOR BENEFITS
AT DECEMBER 31, 1996 $ 85 $ 84 $ 45 $ 5 $ 6 $ 5 $ 3
======= ======= ======= ======= ======== ======= =======
</TABLE>
<TABLE>
<CAPTION>
NON-
PARTICIPANT PARTICIPANT
DIRECTED DIRECTED
ASSETS ASSETS
---------------------- ------------
Twentieth
Century FCC FCC
Ultra Common Common
Investors Stock Stock
Fund Fund Fund Total
---------- --------- --------- ---------
<S> <C> <C> <C> <C>
INVESTMENT INCOME:
Dividends on FCC common stock $ - $ 36 $ 13 $ 49
Interest and other dividends - - - 11
NET APPRECIATION (DEPRECIATION) IN FAIR
VALUE OF INVESTMENTS - 167 69 237
CONTRIBUTIONS:
Participants' 1 146 - 234
Employer's - - 47 47
WITHDRAWALS AND TERMINATIONS - (27) (8) (39)
---------- --------- --------- --------
CHANGES IN NET ASSETS AVAILABLE FOR
BENEFITS FOR THE YEAR 1 322 121 539
NET ASSETS AVAILABLE FOR BENEFITS
AT DECEMBER 31, 1995 - 710 301 1,149
---------- --------- --------- --------
NET ASSETS AVAILABLE FOR BENEFITS
AT DECEMBER 31, 1996 $ 1 $ 1,032 $ 422 $ 1,688
========== ========= ======== ========
</TABLE>
The accompanying notes are an integral part of this financial statement.
FIRST COMMERCE CORPORATION
--------------------------
SUPPLEMENTAL TAX-DEFERRED SAVINGS PLAN
--------------------------------------
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
- -------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31, 1995
----------------------------
(In Thousands)
--------------
<TABLE>
<CAPTION>
Marquis
Treasury Fidelity
Securities Marquis Fidelity Advisor FCC
Money Government Marquis Advisor Growth Common
Market Securities Balanced High-Yield Opportunities Stock Grand
Fund Fund Fund Fund Fund Fund Total
------ ------ ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C>
INVESTMENT INCOME:
Dividends on FCC common stock $ - $ - $ - $ - $ - $ 25 $ 25
Interest and other dividends 5 - 1 - - 11 17
NET APPRECIATION (DEPRECIATION) IN FAIR
VALUE OF INVESTMENTS - - 2 - - 263 265
CONTRIBUTIONS:
Participants' 52 13 4 5 5 130 209
Employer's - - - - - 39 39
INTERFUND TRANSFERS (27) - 27 - - - -
WITHDRAWALS AND TERMINATIONS (7) - - - - (9) (16)
------ ------ ------ ------ ------ ------ -------
CHANGES IN NET ASSETS AVAILABLE FOR
BENEFITS FOR THE YEAR 23 13 34 5 5 459 539
NET ASSETS AVAILABLE FOR BENEFITS
AT DECEMBER 31, 1994 58 - - - - 552 610
------ ------ ------ ------ ------ ------ -------
NET ASSETS AVAILABLE FOR BENEFITS
AT DECEMBER 31, 1995 $ 81 $ 13 $ 34 $ 5 $ 5 $1,011 $1,149
====== ====== ====== ====== ====== ====== ======
</TABLE>
The accompanying notes are an integral part of this financial statement.
FIRST COMMERCE CORPORATION
--------------------------
SUPPLEMENTAL TAX-DEFERRED SAVINGS PLAN
--------------------------------------
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
- -------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31, 1994
----------------------------
(In Thousands)
--------------
Marquis
Treasury
Securities FCC
Money Common
Market Stock Grand
Fund Fund Total
--------- --------- ---------
INVESTMENT INCOME:
Dividends on FCC common stock $ - $ 23 $ 23
Interest and other dividends 2 - 2
NET APPRECIATION (DEPRECIATION) IN FAIR
VALUE OF INVESTMENTS - (78) (78)
CONTRIBUTIONS:
Participants' 15 92 107
Employer's - 30 30
INTERFUND TRANSFERS 1 (1) -
--------- --------- ---------
CHANGES IN NET ASSETS AVAILABLE FOR
BENEFITS FOR THE YEAR 18 66 84
NET ASSETS AVAILABLE FOR BENEFITS
AT DECEMBER 31, 1993 40 486 526
--------- --------- ---------
NET ASSETS AVAILABLE FOR BENEFITS
AT DECEMBER 31, 1994 $ 58 $ 552 $ 610
========= ========= =========
The accompanying notes are an integral part of this financial statement.
FIRST COMMERCE CORPORATION
--------------------------
SUPPLEMENTAL TAX-DEFERRED SAVINGS PLAN
--------------------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
DECEMBER 31, 1996
-----------------
NOTE 1 - PLAN DESCRIPTION
The following description of the First Commerce Corporation (FCC)
Supplemental Tax-Deferred Savings Plan (the Plan) provides only
general information. Participants should refer to the Plan document
for a more complete description of the Plan's provisions.
General
The purposes of the Plan are to encourage employees of FCC and its
subsidiaries to save and systematically invest a portion of their
current compensation to provide for their future needs or the future
needs of their beneficiaries, to defer the payment of taxes on such
compensation and to allow such employees to participate in the
income and growth of FCC. In January 1989, the Plan was established
for those employees who are prevented from making full use of the
FCC Tax-Deferred Savings Plan (the TDS) because of dollar
limitations under the Internal Revenue Code. This Plan allows these
employees to contribute additional amounts on a tax-deferred basis,
and provides for employer matching contributions with respect to a
portion of those additional contributions. The Plan is not subject
to the provisions of the Employee Retirement Income Security Act of
1974 (ERISA). The reporting guidelines for this Plan are
requirements of the Securities and Exchange Commission (SEC). First
National Bank of Commerce (FNBC), a subsidiary of FCC, is the
trustee of the Plan and receives no compensation for services
rendered. FCC pays all administrative expenses of the Plan.
Contributions
Each year, eligible employees may voluntarily contribute up to 10%
of compensation above the compensation base, as defined by the Plan.
FCC matches 50% of each employees' annual contribution with a
maximum employer contribution of 5% of eligible compensation. FCC
contributions are made into the FCC Common Stock Fund.
Participant Accounts
Each participant's account is credited with the employee's
contribution, FCC's contribution applicable to such employee and an
allocation of Plan earnings. Earnings from each fund are allocated
to individual participant accounts proportionate to their balances
in each fund. The benefit available to each participant is the
participant's vested balance.
Vesting
Participants are fully vested in their contributions plus the
related earnings on their contributions. Vesting in FCC's matching
contribution and earnings thereon is based upon years of service
with vesting occurring at a rate of 25% per year with full vesting
occurring after four years. Alternatively, a participant may become
fully vested in FCC's matching contributions and actual earnings
thereon upon the participant's death, attainment of age 65 or
disability. If an employee terminates his employment and is later
reemployed before a one year period has elapsed, he will be treated
for vesting purposes as if termination had not occurred.
Forfeitures
Any nonvested portion of a terminated employee's account is held in
a forfeitures account until the end of the calendar year of the
termination. Forfeited amounts are used to reduce FCC's
contribution in the subsequent year. There were no forfeitures
available at December 31, 1996 and 1995. Employer contributions
were not reduced by forfeitures for the years ended December 31,
1996, 1995 and 1994.
Payment of Benefits
Upon termination of employment or disability, a participant shall
receive a lump-sum amount equal to the value of the participant's
vested interest.
Investment Options
Upon enrollment in the Plan, participants may direct their
contributions in 1% increments into any of the investment options
available. The following funds were available as investment options
as of December 31, 1996:
a. Marquis Treasury Securities Money Market Fund (5 participants
at December 31, 1996) - Investments are in U.S. Treasury
issued obligations.
b. Marquis Government Securities Fund (6 participants at
December 31,1996) - Investments are primarily (at least 65%)
in U.S. Government obligations.
c. Marquis Balanced Fund (4 participants at December 31, 1996)
- Investments are in cash equivalents, large cap equities and
high quality fixed income securities. This fund was
previously referred to as the Marquis Growth and Income Fund.
d. Marquis Value Equity Fund (3 participants at December 31,
1996) - Investments are in the common stocks of larger
companies.
e. Fidelity Advisor High-Yield Fund (3 participants at December
31, 1996) - Investments are primarily (at least 65%) in high
yield bonds ("junk bonds"), debentures, notes, convertible
securities and preferred stocks.
f. Fidelity Advisor Growth Opportunities Fund (3 participants
at December 31, 1996) - Investments are primarily (at least
65%) in the securities of companies considered to have long
-term growth potential.
g. Scudder Global Fund (2 participants at December 31, 1996) -
Investments are in the equity securities of companies expected
to benefit from global economic trends.
h. Twentieth Century Ultra Investors Fund (1 participant at
December 31, 1996) - Investments are in the stocks of
companies with an expected high level of volatility.
i. FCC Common Stock Fund (23 participants at December 31, 1996)
- Investments are in FCC common stock. Includes cash which
is temporarily invested in a money market fund.
The trust department of FNBC provides investment advice to the
aforementioned Marquis funds.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The financial statements of the Plan are prepared using the accrual
basis of accounting.
Use of Estimates
The accounting and reporting policies of FCC conform with generally
accepted accounting principles. In preparing the financial
statements, FCC is required to make estimates and assumptions that
affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those
estimates.
Income Recognition
Interest income is recorded on the accrual basis. Dividend income
is recorded on the ex-dividend date. Realized gains and losses are
recorded using an average historical cost.
Investment Valuation
Plan investments are stated at fair value with securities traded in
public markets valued at their quoted market prices. Purchases and
sales of securities are reflected on a trade-date basis. The
difference between fair values from one period to the next is
recognized as net appreciation (depreciation) in the fair value of
investments in the accompanying Statement of Changes in Net Assets
Available for Benefits.
Payment of Benefits
Benefits are recorded when paid. There were no distributions payable
at December 31, 1996 and 1995.
NOTE 3 - REALIZED GAINS (LOSSES) BY FUND
Presented below is a table of realized gains (losses) by fund for
the years ended December 31, 1996 and 1995 (in thousands):
Historical Realized Gains
Proceeds Cost (Losses)
1996 ------------ ------------ -----------
------------------------
Fidelity Advisor
High-Yield Fund $ 2 $ 2 $ -
Fidelity Advisor Growth
Opportunities Fund $ 2 $ 2 $ -
FCC Common Stock Fund $ 26 $ 26 $ -
1995
------------------------
Marquis Treasury
Securities Money Market
Fund $ 47 $ 47 $ -
Fidelity Advisor
High-Yield Fund $ 5 $ 5 $ -
1994
------------------------
None.
NOTE 4 - UNREALIZED APPRECIATION OF INVESTMENTS
The following table presents the changes in unrealized appreciation
(in thousands):
Unrealized appreciation at December 31, 1993 $ 92
Change in unrealized appreciation (6)
--------
Unrealized appreciation at December 31, 1994 86
Change in unrealized appreciation 262
--------
Unrealized appreciation at December 31, 1995 348
Change in unrealized appreciation 225
--------
Unrealized appreciation at December 31, 1996 $ 573
========
NOTE 5 - PLAN TERMINATION
Although it has not expressed any intent of doing so, FCC has the
right under the Plan to discontinue its contributions at any time
and to terminate the Plan by a formal resolution of FCC's Board of
Directors. In the event of Plan termination, participants will
become fully vested and the accounts will be nonforfeitable.
NOTE 6 - INCOME TAX STATUS
Under current law, income received by the trustee from investment of
the Plan assets will be taxable to FCC. Accordingly, no provision
for income taxes has been reflected in the accompanying financial
statements.
