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 December 15, 1995
First Commerce Bancshares, Inc.
(Exact name of registrant as specified in its charter)
Nebraska 0-14277 47-0683029
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation
NBC Center, 1248 O Street, Lincoln, Nebraska 68608
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (402)434-4110
(Former name or former address, if changed since last report.)
<PAGE>
INFORMATION TO BE INCLUDED IN THE REPORT
Item 5. Other Events.
The Company announced the adoption of a "Dividend
Reinvestment Plan and an Employee Stock Purchase
Plan" on December 15, 1995. The Company mailed a
copy of the plan to its employees on December 15,
1995. The Company will mail a copy of the Plan to
its registered stockholders in February 1996.
EXHIBITS
The following exhibits are filed with this Report.
1. Copy of Dividend Reinvestment Plan and Employee
Stock Purchase Plan.
SIGNATURES
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 thereunto duly authorized.
FIRST COMMERCE BANCSHARES,INC.
Date: 12-19-95 By:James Stuart, Jr.
James Stuart, Jr., Chairman and CEO
First Commerce Bancshares, Inc.
LINCOLN, NEBRASKA
DIVIDEND
REINVESTMENT PLAN
AND
EMPLOYEE STOCK PURCHASE PLAN
A convenient way for you
to increase your investment in
First Commerce Bancshares, Inc.
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Dear Shareholder or Employee:
First Commerce Bancshares, Inc. (the Company) is pleased to
make available to you this Dividend Reinvestment Plan and
Employee Stock Purchase Plan. This Plan offers shareholders
a convenient way to acquire additional shares of the
Company's stock by having quarterly dividends automatically
reinvested in additional shares (Dividend Reinvestment) or
by sending in funds to purchase additional shares (Optional
Cash Contribution). This Plan also offers employees a
convenient way to acquire shares of the Company's stock
through voluntary payroll deduction.
Participation in the Plan is voluntary, and participants may
withdraw at any time. To participate in the Plan, you must
be a registered shareholder or an employee.
We recommend that you carefully review the brochure. If you
wish to enroll, simply complete the enclosed enrollment card
and return it in the envelope provided.
We appreciate your continued support of First Commerce
Bancshares, Inc. and are pleased to offer you the benefits
of this Plan.
Sincerely,
FIRST COMMERCE BANCSHARES, INC.
James Stuart, Jr.
Chairman and CEO
<PAGE>
DIVIDEND REINVESTMENT PLAN
FOR
SHAREHOLDERS OF COMMON STOCK
AND
EMPLOYEE STOCK PURCHASE PLAN
(Summary)
This Plan offers you a convenient method of investing your
cash dividends paid and optional cash contributions in
additional shares of Class B Non-Voting Common Stock of
First Commerce Bancshares, Inc. without incurring
administrative costs.
The Plan
Your cash dividends and optional cash contributions are
automatically invested in additional shares of First
Commerce Bancshares, Inc. Class B Non-Voting Common Stock.
These shares earn additional dividends which increase your
investment in First Commerce Bancshares, Inc. common stock.
Cost to You
Your cost is limited to the price of the shares of common
stock purchased for you. The purchase price is the average
price of all shares purchased in connection with a given
dividend payment or with a given monthly cash contribution.
There are no service charges or brokerage commissions
connected with stock purchases. These costs are paid by
First Commerce Bancshares, Inc.
Dollar Averaging
Purchase of shares of common stock through this Plan can
also provide the advantage of dollar-cost averaging your
investment over a period of time.
Account Statement
A statement is sent to you from Mellon Bank, N.A. (Plan
Administrator) each time your dividends or voluntary cash
contributions are invested.
Withdrawal at any Time
Participation in the Plan is entirely voluntary and you may
withdraw, in whole or in part, at any time as outlined in
the following Plan. Your shares under the Plan may be
distributed to you in the form of stock certificates or such
stock held in your account may be sold at your request with
you receiving the proceeds from such sale, less the
brokerage commission and an administrative fee of $10 for a
termination or $5.00 for a liquidation, charged by the Plan
Administrator.
<PAGE>
Income Tax Information
Even though your cash dividends will be reinvested, they are
subject to income taxes as if they were paid to you in cash.
In addition, the Internal Revenue Service has ruled that the
service charges and brokerage commissions paid by First
Commerce Bancshares, Inc. on your behalf are treated as
dividend income to you. We estimate that the total
additional income reportable for most Participants related
to such service charges and brokerage commissions will be
minimal. The information return sent to you and the
Internal Revenue Service at year end will show each of the
amounts paid on your behalf.
Who May Participate
In order to participate, you must hold First Commerce
Bancshares, Inc. Common Stock in your own name, not in the
name of a broker, or be a full-time salaried employee of
First Commerce Bancshares, Inc. or one of its subsidiaries.
Owners of Class A Common Stock who elect to participate will
have their dividends reinvested in Class B Non-Voting Common
Stock.
It's Easy to Enroll
Employees may enroll by signing the Employee Authorization
Form and returning the form to the Human Resources Division
of National Bank of Commerce. Holders of First Commerce
Bancshares, Inc. common stock may enroll in the Plan by
signing and mailing the enclosed Authorization Form in the
envelope provided directly to:
Mellon Bank, N.A.
P.O. Box 750
Pittsburgh, PA 15230
Attention: Dividend Reinvestment Plan Administration
All communications concerning the Plan should be sent to the
above address.
More Information
Please refer to the enclosed copy of the Plan for more
information related to enrollment, participation and other
matters regarding the Plan.
<PAGE>
FIRST COMMERCE BANCSHARES, INC.
DIVIDEND REINVESTMENT PLAN
AND
EMPLOYEE STOCK PURCHASE PLAN
On October 17, 1995, the Board of Directors of First
Commerce Bancshares, Inc. (the "Company") adopted the First
Commerce Bancshares, Inc. Dividend Reinvestment Plan and
Employee Stock Purchase Plan (the "Plan") under which shares
of the Company's Class B Non-Voting Common Stock, par value
$.20 per share (the "Common Stock"), are available for
purchase by the employees and stockholders of the Company by
means of reinvestment of cash dividends paid on either Class
A or Class B Non-Voting Common Stock and by optional cash
deposits received from Participants. Purchases of Class B
Non-Voting Common Stock under the Plan will be made in the
open market. The Plan will remain in effect until amended,
altered or terminated by the Company. Stockholders who do
not participate in the Plan will continue to receive cash
dividends, as declared, in the usual manner. The Plan is
set forth below as a series of questions and answers.
PURPOSE AND ADVANTAGES
1. What is the purpose of the Plan?
The purpose of the Plan is to provide Participants with a
simple, convenient and economical method of reinvesting cash
dividends paid on shares of Common Stock of the Company and
by optional cash contributions. The Plan allows
Participants to have all cash dividends paid on their shares
of Class A or Class B Common Stock automatically reinvested
in Class B Non-Voting Common Stock of the Company.
2. What are the advantages of the Plan?
Participants may increase their holdings of Class B Non-
Voting Common Stock with the reinvestment of cash dividends
received on previously owned Common Stock registered in
their names and by optional cash contributions. Regular
statements of account provide each Participant with a record
of each transaction. Participation in the Plan is entirely
voluntary. You may join or terminate your participation at
any time prior to a particular dividend record date by
making timely written notice to the Plan Administrator (see
Question 3).
<PAGE>
ADMINISTRATION
3. Who administers the Plan for participants?
Mellon Bank, N.A. the Company's stock transfer agent,
(hereinafter referred to as "Plan Administrator")
administers the Plan for Participants by maintaining
records, sending statements of account to Participants and
performing other duties relating to the Plan. Shares of
Common Stock purchased under the Plan are registered in the
name of the Plan Administrator's nominee and are credited to
the accounts of the Participants in the Plan. The Plan
Administrator acts in the capacity as agent for Participants
in the Plan. The Company may replace the Plan Administrator
at any time within its sole discretion.
PARTICIPATION
4. Who is eligible to participate?
All holders of record of Class A or Class B Non-Voting
Common Stock of the Company and all full-time salaried
employees of the Company and its subsidiaries, even if they
are not stockholders, are eligible to participate in the
Plan. Beneficial owners of shares of Common Stock whose
shares are registered in names other than their own (for
instance, in the name of a broker or nominee) must become
stockholders of record in order to participate in the Plan,
and may do so by requesting their broker or nominee to
transfer such shares into their own names. The right to
participate in the Plan is not transferable to another
person apart from a transfer of a Participant's shares of
Common Stock. Stockholders who reside in jurisdictions in
which it is unlawful for a stockholder to participate in
such a Plan are not eligible to participate in the Plan.
SEE QUESTIONS 14-20 WITH RESPECT TO PARTICIPATION IN THE
PLAN BY EMPLOYEES.
5. How does an eligible stockholder participate?
To participate in the Plan, a stockholder of record must
simply complete and sign an Authorization Form and return it
to the Plan Administrator. An Authorization Form is
enclosed herewith. Additional copies of the Authorization
Form will be provided from time to time to the holders of
the Company's Common Stock, and may be obtained at any time
by written request to the Mellon Bank, N.A., P.O. Box 750,
Pittsburgh, Pennsylvania 15230, Attn: Dividend Reinvestment
Plan Administrator.
<PAGE>
6. When may an eligible stockholder join the Plan?
A stockholder of record at the time of enrollment owning
shares of Class A Voting or Class B Non-Voting Common Stock
may join the Plan at any time. If the Authorization Form is
received by the Plan Administrator on or before the record
date for a dividend payment, and the Participant elects to
reinvest the dividends in shares of Class B Non-Voting
Common Stock, such reinvestment of dividends will begin with
that dividend payment. Please note that the Plan does not
represent any change in the Company's dividend policy or a
guarantee of the payment of any future dividends.
SEE QUESTION 9 FOR OPTIONAL CASH CONTRIBUTIONS.
7. What does the Authorization Form provide?
The Authorization Form directs the Company to pay to the
Plan Administrator for the account of the participating
stockholder of record all dividends on the shares registered
in the name of the Participant as reflected on the records
of the Company's stock transfer agent, as well as dividends
paid on the shares credited to the Participant's account
under the Plan. It also appoints the Plan Administrator (or
such other plan administrator as the Company may from time
to time designate) as agent for the stockholder and directs
such agent to apply all of such dividends to the purchase of
additional shares of Class B Non-Voting Common Stock in
accordance with the terms and conditions of the Plan. Such
Authorization Form may also authorize the investment of
additional cash contributions for the purchase of shares of
Class B Non-Voting Common Stock as of the next Investment
Date. (See Question 9.)
8. May a stockholder have dividends reinvested under the
Plan with respect to less than all of the shares of
Common Stock registered in that stockholder's name?
Reinvestment of dividends is limited to all dividends paid
on a class of Common Stock registered in your name and all
Class B Non-Voting Common Stock held in a Participant's
account under the Plan. Dividends paid on Class A or Class
B Common Stock registered in the name of a broker or nominee
are not eligible for reinvestment under the Plan. You may
elect to have dividends on your Class B Non-Voting Common
Stock reinvested and elect to have dividends on your Class A
Voting Common Stock paid directly to you. If you elect to
have your Class A Voting Common Stock dividends reinvested,
they will be reinvested in Class B Non-Voting Common Stock.
However, some stockholders may have Shares registered in
more than one name (for example, some Shares registered in
the name "John Smith" and others registered in the name "J
Smith"). In such a situation, the stockholder will receive
an Authorization Form for each registration. If this
occurs, the stockholder has the choice of signing and
returning any of the Authorization Forms, but the
stockholder must return all Authorization Forms in order to
have all dividends on all Shares reinvested. (See Question
4 for eligibility requirements.)
<PAGE>
OPTIONAL CASH CONTRIBUTIONS
9. May a Participant make additional cash payments under
the Plan?
Yes. In addition to the reinvestment of dividends paid on
shares of Common Stock, Participants may make optional cash
contributions of between $25.00 and $500.00 per month for
the purchase of additional shares of Class B Non-Voting
Common Stock. The Company will not approve investment of
optional cash contributions in excess of the stated limit.
All optional cash contributions received by the first day of
each month will be used to purchase additional shares
starting on the 5th day of the same month except for the
months when the quarterly dividend is paid. For months when
the quarterly dividend is paid, cash contributions will be
co-mingled with the reinvestment funds and invested on the
payment date for the dividend. No interest will be paid by
the Plan Administrator on optional cash contributions
pending their investment in Class B Non-Voting Common Stock.
OPTIONAL CASH CONTRIBUTIONS DO NOT CONSTITUTE DEPOSITS OR
SAVINGS ACCOUNTS ISSUED BY A SAVINGS INSTITUTION AND ARE NOT
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY
OTHER GOVERNMENTAL AGENCY.
Upon written request addressed to the Plan
Administrator received at least five business days prior to
the next Investment Date, any optional cash contributions
received which have not yet been invested in Common Stock
will be reimbursed to the Participant.
PURCHASES
10. When will purchases be made?
Purchases under the Plan will be made during each
calendar month on each "Investment Date", which will be the
fifth day of each month as to optional cash contributions
received by the first day of that month, except for months
when the quarterly dividend is paid and in those months the
dividend payment date, or as soon as practicable thereafter,
will be the "Investment Date". Purchases of Common Stock
will be made at the direction of the Plan Administrator or
its selected broker/dealer. Daily purchases by the Plan in
the open-market shall not exceed 25 percent of the average
daily volume of the Common Stock traded during the preceding
four weeks as reported by the National Association of
Securities Dealers, Inc. Automated Quotation System
("NASDAQ"). No interest will be paid by the Plan
Administrator on optional cash contributions or dividend
contributions pending their investment in Class B Non-Voting
Common Stock.
<PAGE>
In the event applicable law or the closing of the
securities markets requires temporary curtailment or
suspension of open market purchases of shares of Class B Non-
Voting Common Stock of the Company, the Plan Administrator
is not accountable for its inability to make purchases at
such time. If shares of Class B Non-Voting Common Stock of
the Company are not available for purchase for a period
longer than 30 days from the prior dividend payment date or
the date of the optional cash contribution, as the case may
be, the Plan Administrator will promptly mail to each
Participant a check in the amount of any unapplied funds in
the Participant's account.
11. How many shares of Common Stock will be purchased for
Participants?
The number of shares that will be purchased for each
Participant on any Investment Date will depend on the amount
of the Participant's cash dividend and any optional cash
contributions received within 30 days prior thereto, and the
purchase price of the shares of the Class B Non-Voting
Common Stock. Each Participant's account will be credited
with that number of shares (including fractional shares
computed to four decimal places) equal to the total amount
to be invested, divided by the applicable purchase price
(computed to seven decimal places).
12. What will be the price of shares of Class B Non-Voting
Common Stock purchased under the Plan?
In making purchases of Class B Non-Voting Common Stock for
the Participant's account associated with each Investment
Date, the Plan Administrator will co-mingle the
Participant's funds with those of other Participants under
the Plan. The price of shares of Class B Non-Voting Common
Stock purchased in the open market for Participants in the
Plan with reinvested dividends on their Common Stock and
optional cash contributions for each Investment Date will be
equal to the average price of all shares of the Common Stock
purchased on the Investment Date by the Plan Administrator
on behalf of the Plan. The Common Stock is traded in the
over-the-counter market on the NASDAQ Small Cap Market. The
Company will bear all costs of administering the Plan,
except as described under Question 21 below.
13. How are dividends on shares purchased through the Plan applied?
The purpose of the Plan is to provide the Participant
with a convenient method of purchasing shares of Class B Non-
Voting Common Stock and to have the dividends on those
shares reinvested. Accordingly, dividends paid on shares
held in the Plan will be automatically reinvested in
additional shares of Class B Non-Voting Common Stock unless
and until the Participant elects to terminate participation
in the Plan.
<PAGE>
EMPLOYEE PARTICIPATION
14. Which employees are eligible to participate?
All full-time salaried employees of the Company and its
subsidiaries with not less than six months' service are
eligible to participate in the Plan. Employees need not be
stockholders of record in order to participate.
15. In whose names will Employee-Participants'
certificates be registered when issued?
In the case of an Employee who is not a stockholder at the
time of entry into the Plan, such Employee-Participant's
account under the Plan will be maintained in the Employee-
Participant's name. The Employee-Participant may designate
a co-owner by completing the appropriate designation on the
Employee's Authorization Form. Certificates for whole
shares, when issued, will be registered in the name or names
in which the account under the Plan is maintained unless
otherwise directed with the appropriate transfer documents.
16. What are the rights of Employee-Participants under the
Plan?
In general, Employee-Participants shall have the same
rights, and shall be governed by the same terms, under the
Plan as Stockholder-Participants. However, Employees who
are not stockholders at the time of entry into the Plan may
participate in the Plan if they check ONLY the "Optional
Cash Contributions" box on the Authorization Form. IT
SHOULD BE REMEMBERED THAT EVEN IF THE PARTICIPANT
PARTICIPATES ONLY IN THE OPTIONAL CASH CONTRIBUTION FEATURE,
THE PLAN ADMINISTRATOR WILL REINVEST DIVIDENDS ON SHARES
CREDITED TO THE PARTICIPANT'S ACCOUNT.
17. How may Employees make optional cash contributions?
Employees may make optional cash contributions through
payroll deduction and/or by sending cash directly to the
Plan Administrator. To join the plan, the Employee
Authorization Form must be completed and delivered to the
National Bank of Commerce Human Resources Division. The
Employee may authorize payroll deductions, to be used for
the purchase of Shares pursuant to the Plan, in increments
of $5.00, but not less than $20.00 per month, nor more than
$500 per month. Employee-Participants may increase or
decrease, within the above limits, the amount of such
deductions by executing an additional Employee Authorization
Form available on request from the National Bank of Commerce
Human Resources Division.
<PAGE>
In addition to, or in lieu of, payroll deductions,
optional cash contributions may be made by Employees in the
same manner as by other Participants. Optional cash
contributions cannot be less than $25.00 per payment nor
more than $500 per calendar month. The same amount of money
need not be sent each month, and there is no obligation to
make an optional cash contribution each month; however, the
total of payroll deductions and additional optional cash
contributions may not exceed $500 in any calendar month.
Such optional cash contributions may be made by an Employee
by enclosing a check (made payable to Mellon Bank, N.A.)
with the Employee Authorization Form and delivering the
check and the form to the National Bank of Commerce Human
Resources Division (for validation and forwarding to the
Plan Administrator) when joining, or at any time thereafter
by forwarding such a check with a cash contribution form
which will be enclosed with the periodic statements of
account sent to participants.
18. How does an Employee-Participant withdraw from the
Plan?
In order to withdraw from the Plan, an Employee-Participant
must notify the Plan Administrator in writing of a desire to
withdraw, and Employee-Participants making optional cash
contributions through payroll deductions must also notify
the National Bank of Commerce Human Resources Division in
writing to terminate the payroll deduction.
19. What happens when an Employee-Participant leaves the
Company?
If an Employee-Participant retires, dies or leaves the
employment of the Company or one of its subsidiaries, the
Plan Administrator will continue to reinvest the dividends
on the Shares credited to the Employee-Participant's account
under the Plan until otherwise notified. Such individual
shall, at that time, be regarded as a Stockholder-
Participant and not as an Employee-Participant. If less
than one full share is credited to such Employee-
Participant's Plan account, the Plan Administrator reserves
the right to close such account, sell the fractional Share,
and send to the Employee the liquidation value of the
fractional Share, less any applicable brokerage commissions.
The account will then be closed.
20. Are there any special income tax consequences for
Employee-Participants in the Plan?
No. (See Question 29)
<PAGE>
COSTS
21. Are there any expenses to Participants in connection
with purchases under the Plan?
Except for costs associated with the actual purchase price
of the Class B Non-Voting Common Stock, Participants will
make such purchases without the payment of any fees. The
Company will pay all such fees and administrative expenses,
including brokerage commissions, in connection with
purchases of shares of Class B Non-Voting Common Stock under
the Plan. There are no service charges to Participants in
connection with purchases of shares of Class B Non-Voting
Common Stock under the Plan. All costs of administration of
the Plan are paid by the Company. However, if a Participant
requests the Plan Administrator to sell his or her shares in
the event of his or her withdrawal from the Plan or
otherwise, the Participant will pay the applicable brokerage
commission associated with the sale of such Class B Non-
Voting Common Stock, any required transfer tax, and
applicable service charges, including an administrative fee
of $10 for a termination and $5.00 for a liquidation charged
by the Plan Administrator.
REPORTS TO PARTICIPANTS
22. How will Participants be advised of their purchases of
stock?
As soon as practicable after each purchase, the Participant
will receive a statement of account from the Plan
Administrator. These statements are the Participant's
continuing record of the cost of shares purchased and the
number of shares acquired, and should be retained for tax
purposes. Participants will also receive, from time to
time, communications sent to other holders of the Common
Stock.
DIVIDENDS
23. Will Participants be credited with dividends on shares
held in their account under the Plan?
Yes. The Participant's account will be credited with
dividends paid on full shares and fractional shares credited
to the Participant's account. The Plan Administrator will
reinvest the dividends received in additional shares of
Class B Non-Voting Common Stock.
<PAGE>
STOCK CERTIFICATES
24. Will stock certificates be issued for shares
of Common Stock purchased?
The Plan Administrator will hold all stock certificates
representing purchases of Common Stock under the Plan in the
name of its nominee. Normally, certificates for Class B Non-
Voting Common Stock purchased under the Plan will not be
issued to Participants. The number of shares credited to an
account under the Plan will be shown on the Participant's
statement of account.
The Participant may receive certificates for full
shares accumulated in his or her account under the Plan by
sending a written request to the Plan Administrator.
Participants may request periodic issuance of certificates
for all full shares in the account. When certificates are
issued to the Participant, future dividends on such shares
will be reinvested in shares of Class B Non-Voting Common
Stock. Any undistributed shares will continue to be
reflected in the Participant's account.
The Participant's rights under the Plan and shares
credited to the account of the Participant under the Plan
may not be pledged. A Participant who wishes to pledge such
shares must request that certificates for such shares be
issued in his or her name.
Accounts under the Plan are maintained in the names in
which the certificates of Participants were registered at
the time they entered the Plan. Additional certificates for
whole shares will be similarly registered when issued. (See
Question 15 for registration of shares of an Employee-
Participant.)
WITHDRAWAL FROM THE PLAN
25. How does a Participant withdraw from the Plan?
A Participant may withdraw from the Plan at any time by
sending a written withdrawal notice to the Plan
Administrator (See Question 5 for the full name and address
of the Plan Administrator). When a Participant withdraws
from the Plan, or upon termination of the Plan by the
Company, certificates for whole shares credited to the
Participant's account under the Plan will be issued and a
cash payment will be made for any fraction of a share. (See
Question 24 for partial withdrawal of securities from a
Participant's account.)
<PAGE>
Upon withdrawal from the Plan, the Participant may also
request that all of the shares credited to his or her
account be sold by the Plan Administrator. If such sale is
requested, the Plan Administrator will place a sale order,
as promptly as possible after the processing of the request
for withdrawal, for the account of the Participant through
an agent designated by the Plan Administrator at the
prevailing market price at the time of such sale. The
Participant will receive from the Plan Administrator a check
for the proceeds of the sale less any applicable brokerage
commission and any transfer tax and an administrative fee of
$10 for a termination or $5.00 for a liquidation charged by
the Plan Administrator.
26. What happens to a fraction of a share when a Participant
withdraw from the Plan?
When a Participant withdraws from the Plan, a cash
adjustment representing the value of any fraction of a share
then credited to the Participant's account will be mailed
directly to the Participant. The cash adjustment will be
based on the closing price of the Class B Non-Voting Common
Stock on the effective date of the withdrawal. In no case
will certificates representing a fractional share interest
be issued.
OTHER INFORMATION
27. What happens if the Company issues a stock dividend or
declares a stock split or makes a rights offering?
Any shares representing stock dividends or stock splits
distributed by the Company on shares credited to the account
of a Participant under the Plan will be added to the
Participant's account. Shares representing stock dividends
or split shares distributed on shares registered in the name
of the Participant will be mailed directly to such
Participant in the same manner as to stockholders who are
not participating in the Plan.
In the event the Company makes a rights offering of any
of it securities to holders of Class A or Class B Common
Stock, Participants in the Plan will be notified by the
Company in advance of the commencement of the offering.
Participants should instruct the Plan Administrator to
transfer full Plan shares into their own names prior to the
record date for such offering if they wish to exercise such
rights. If no such instructions are received by the Plan
Administrator prior to such record date, then such rights
shall terminate with respect to both the Participant and the
Plan Administrator.
<PAGE>
28. How will a Participant's shares held under the Plan be
voted at meetings of stockholders?
Shares of Class B Non-Voting Common Stock are not entitled
to vote except as specified in the Nebraska Business
Corporation Act. However, if the Class B shares are
entitled to vote, then shares credited to the account of a
Participant under the Plan will be automatically added to
the shares covered by the proxy sent to the stockholder with
respect to his or her other shares in the Company and may be
voted by such holder pursuant to such proxy. The Plan
Administrator will forward any proxy solicitation materials
relating to the shares of Class B Non-Voting Common Stock
held by the Plan to the participating stockholder.
Where no instructions are received from a Participant
with respect to a Participant's shares held under the Plan,
or otherwise, such shares shall not be voted unless the
Participant votes such shares in person.
29. What are the income tax consequences of participation
in the Plan?
In general, a Participant in the Plan has the same Federal
and state income tax obligations with respect to dividends
credited to his or her account under the Plan as other
holders of shares of Common Stock who elect to receive cash
dividends directly. A Participant is treated for income tax
purposes as having received, on the dividend payment date, a
dividend in an amount equal to the cash dividend reinvested
(to the extent that the Company has earnings and profits),
even though that amount was not actually received by the
Participant in cash, but, instead, was applied to the
purchase of additional shares for his or her account. A
Participant's share of brokerage fees paid by the Company
will be an additional dividend to that Participant.
The basis of each share of Class B Non-Voting Common
Stock credited to a Participant's account pursuant to the
dividend reinvestment aspect of the Plan is the cash
dividend reinvested in Class B Non-Voting Common Stock,
increased by any brokerage fees treated as a dividend to the
Participant with respect to those shares, and the holding
period for such shares begins on the day following the
Transaction Date. The Transaction Date is the date all
purchases are completed with respect to a given Investment
Date.
Shares purchased with optional cash contributions have
a tax basis equal to the amount of such payments, increased
by the amount of brokerage fees, if any, treated as a
dividend to the Participant with respect to those Shares.
The holding period for such Shares begins on the day
following the Transaction Date.
<PAGE>
Participants should not be treated as receiving an
additional taxable dividend based upon their pro rata share
of the costs of administering the Plan which are paid by the
Company. However, there can be no assurance that the
Internal Revenue Service ("IRS") will agree with this
position. The Company has no present plans to seek formal
advice from the IRS on this issue.
The receipt by a Participant of certificates
representing whole shares previously credited to his or her
account under the Plan upon withdrawal from the Plan, or
pursuant to the request of the Participant, will not result
in the recognition of taxable income. A Participant will
recognize a gain or loss when fractional shares are sold on
behalf of the Participant upon withdrawal from the Plan or
when the Participant sells shares after the Participant's
withdrawal from the Plan.
All Participants are advised to consult with their own
tax advisors to determine the particular tax consequences
which may result from their participation in the Plan and
the subsequent sale by them of shares purchased pursuant to
the Plan.
30. What are the responsibilities of the Company under the
Plan?
The Company and the Plan Administrator in administering the
Plan will not be liable for any act done in good faith or
for the good faith omission to act, including, without
limitation, any claim of liability arising out of failure to
terminate a Participant's account upon such Participant's
death or judicially declared incompetency or with respect to
the prices at which shares are purchased for the
Participant's account, and the times when such purchases are
made, with respect to any loss or fluctuation in the market
value after purchase of shares, or with respect to any sales
of Common Stock made under the Plan on behalf of the
Participant.
The Company shall interpret the Plan; all such
interpretations and determinations made by the Company shall
be conclusive. The terms and conditions of the Plan and its
operation will be governed by the laws of the State of
Nebraska.
31. Who bears the risk of market price fluctuations in the
Class B Non-Voting Common Stock?
A Participant's investment in shares acquired under the Plan
is no different from direct investment in shares of the
Company. The Participant bears the risk of loss and
realizes the benefits of any gain from market price changes
with respect to all such shares held in the Plan, or
otherwise. Neither the Company nor the Plan Administrator
make any representations with respect to the future value of
the Class B Non-Voting Common Stock purchased under the
Plan. The Participant should recognize that the Company, the
Plan Administrator and related parties cannot assure the
Participant against a loss related to investment in the
Class B Non-Voting Common Stock purchased or sold under the
Plan.
<PAGE>
32. May the Plan be changed or discontinued?
The Plan may be amended, suspended, modified or terminated
at any time by the Board of Directors of the Company without
the approval of the Participants. Notice of any such
suspension or termination or material amendment or
modification will be sent to all Participants, who shall at
all times have the right to withdraw from the Plan.
The Company or the Plan Administrator may terminate a
Participant's individual participation in the Plan at any
time by written notice to the Participant. In such event,
the Plan Administrator will request instructions from the
Participant for disposition of the shares in the account.
If the Plan Administrator does not receive instructions from
the Participant, it will send the Participant a certificate
for the number of full shares held for the Participant under
the Plan and a check for any fractional share.
Stock
First Commerce Bancshares, Inc. is listed on the Nasdaq
Small Cap System (NASDAQ) under the symbol "FCBIA" for Class
A Common Stock, and "FCBIB" for Class B Non-Voting Common
Stock.
Registrar and Transfer Agent
Mellon Bank, N.A.
c/o Mellon Securities Transfer Services
85 Challenger Road
Overpeck Centre
Ridgefield Park, NJ 07660
1-800-756-3353
<PAGE>
TO: Mellon Bank, N.A.
AUTHORIZATION FOR AUTOMATIC DIVIDEND REINVESTMENT
FOR SHAREHOLDERS OF FIRST COMMERCE BANCSHARES, INC.
DIVIDEND REINVESTMENT
______ I hereby authorize FIRST COMMERCE BANCSHARES, INC. to
pay to Mellon Bank, N.A., as my agent for my account all
cash dividends due me on shares of First Commerce
Bancshares, Inc. Class A Common Stock for which I am the
holder of record. I want to reinvest dividends on all
shares registered in my name for the purchase of full or
fractional shares of First Commerce Bancshares, Inc. Class B
Non-Voting Common Stock in accordance with the terms of the
First Commerce Bancshares, Inc. Dividend Reinvestment Plan
("Plan"). I must own at least one share of Common Stock as
of the dividend record date in order to direct the
reinvestment of such cash dividend.
______ I hereby authorize FIRST COMMERCE BANCSHARES, INC. to
pay to Mellon Bank, N.A., as my agent for my account all
cash dividends due me on shares of First Commerce
Bancshares, Inc. Class B Non-Voting Common Stock for which I
am the holder of record. I want to reinvest dividends on
all shares registered in my name for the purchase of full or
fractional shares of First Commerce Bancshares, Inc. Class B
Non-Voting Common Stock in accordance with the terms of the
First Commerce Bancshares, Inc. Dividend Reinvestment Plan
("Plan"). I must own at least one share of Common Stock as
of the dividend record date in order to direct the
reinvestment of such cash dividend.
OPTIONAL CASH CONTRIBUTION
______ I further authorize the investment of
$____________________ for the purchase of additional shares
of FIRST COMMERCE BANCSHARES, INC. Class B Non-Voting Common
Stock as of the next Investment Date (minimum of $25.00,
maximum of $500.00 per month), in accordance with the Plan.
Please make checks payable to: Mellon Bank, N.A.
I understand that the purchases of Class B Non-Voting Common
Stock will be made subject to the terms and conditions of
the Plan, and that I can terminate this authorization any
time by notifying Mellon Bank, N.A.
This Authorization Form, when signed, should be mailed to
Dividend Reinvestment Administration, PO Box 750,
Pittsburgh, PA 15230-9625. An addressed envelope is
provided for that purpose.
____________________________________________
Shareholder
____________________________________________
Shareholder
____________________________________________
Date
Please sign exactly as name(s) appears hereon.
If shares are held jointly, each shareholder
must sign.
NOTE: THIS IS NOT A PROXY.
