UNITED STATES
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 20, 1998
FIRST COMMERCE CORPORATION
(Exact name of registrant as specified in its charter)
LOUISIANA 0-7931 72-0701203
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification Number)
incorporation)
201 ST. CHARLES AVE., 29TH FLOOR, NEW ORLEANS, LOUISIANA 70170
(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 20, 1998, Banc One Corporation declared a
10% stock dividend on its Common Stock. The effect of the
stock dividend under the current merger agreement between
First Commerce Corporation and Banc One Corporation is to
increase the stock exchange ratio provided therein from 1.28
shares of Banc One Corporation Common Stock for each share
of First Commerce Common Stock to 1.408 shares of Banc One
Corporation Common Stock for each share of First Commerce
Corporation Common Stock.
The declaration of the dividend will also reduce Banc
One Corporation's average stock prices that would, under
certain circumstances specified in the merger agreement,
trigger termination rights under the agreement from $49.67
and $47.46, respectively, to $45.15 and $43.15 respectively.
Also, on January 20, 1998, Banc One Corporation
filed its application with the Federal Reserve Board for
approval of the proposed merger.
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
(Registrant)
By:/s/ Thomas L. Callicutt, Jr.
Thomas L. Callicutt, Jr.
Executive Vice President,
Controller and Principal
Accounting Officer
Dated: January 30, 1998
