SCHEDULE 14A{PRIVATE }
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-
6(e)(2)
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section240.14a-11(c) or Section240.14a-12
First Commerce Bancshares, Inc.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement
if other than the Registrant)
Payment of Filing Fee (check the appropriate box):
[X] $125 per Exchange Act Rules O-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and O-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule O-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule O-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration No.:
3) Filing Party:
4) Date Filed:
<PAGE>
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 15, 1997
NOTICE IS HEREBY GIVEN THAT the Annual Meeting of Shareholders of First
Commerce Bancshares, Inc., a Nebraska corporation ("the Company"), will be held
at the Country Club of Lincoln, 3200 South 24, Lincoln, Nebraska, on Tuesday,
April 15, 1997, at 4:00 p.m. for the following purposes:
1. To elect four Class III directors of the Company, each to serve for a term
of three years, and to elect two New Class I directors of the Company, each
to serve for a term of one year.
2. To transact such other business as may properly come before the meeting or
any adjournment thereof.
Holders of Class A and Class B Common Stock of record at the close of
business on February 28, 1997, will be entitled to notice of the meeting;
however, only holders of Class A Common Stock will be entitled to vote.
The Board of Directors of the Company has authorized the solicitation of
proxies by and on behalf of the Board of Directors. Information regarding the
matters to be acted upon at the meeting is contained in the accompanying Proxy
Statement.
Unless you specify otherwise, the proxies will be voted for each of the
proposals set forth above.
By Order of the Board of Directors
James Stuart, Jr.
Chairman and Chief Executive Officer
Lincoln, Nebraska
March 14, 1997
A copy of the audited Annual Report of the Company for the year ended December
31, 1996, is enclosed. Such report is not incorporated in the Proxy Statement
and is not deemed a part of the proxy soliciting material.
Please sign and date the enclosed proxy and return it promptly in the enclosed
envelope if you do not expect to be personally present and if you wish your
stock to be voted. You may revoke your proxy for any reason at any time before
it is voted.
<PAGE>
FIRST COMMERCE BANCSHARES, INC.
NBC CENTER
LINCOLN, NEBRASKA 68501
PROXY STATEMENT FOR THE ANNUAL MEETING OF SHAREHOLDERS TO
BE HELD APRIL 15, 1997
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of First Commerce Bancshares, Inc. ("the
Company") for use at the Annual Meeting of Shareholders of the Company to be
held April 15, 1997, or at any adjournments of said meeting. The enclosed form
of proxy, if executed, may nevertheless be revoked at any time insofar as it has
not been exercised. When such proxy is properly executed and returned, the
shares it represents will be voted at the meeting in accordance with any
directions noted thereon; or if no direction is indicated, it will be voted in
favor of the proposals set forth in the notice attached hereto.
The Company will bear the cost of solicitation of proxies, including the
charges and expenses of brokerage firms and others for forwarding solicitation
materials to beneficial owners of stock. In addition to the use of mails,
proxies may be solicited by personal interview, by facsimile or by telephone.
Copies of the Proxy Statement and proxy form will be first provided to
shareholders on March 14, 1997.
VOTING SECURITIES OUTSTANDING
As of February 28, 1997, the Company has outstanding 2,606,336 shares of
Class A Common Stock. Each share of Class A Common Stock is entitled to one
vote. Only holders of Class A Common Stock of record on February 28, 1997 will
be entitled to vote at the Annual Meeting of Shareholders. A holder of Class A
Common Stock is entitled to cumulate his or her votes in the election of
directors and may give one or more candidates as many votes as the number of
directors to be elected multiplied by the total number of shares owned by such
shareholder. Under Nebraska law, there are no conditions precedent to the
exercise of cumulative voting rights. On all other matters which may come
before the meeting, each holder of Class A Common Stock will be entitled to one
vote for each share owned.
Votes cast by proxy or in person at the Annual Meeting will be tabulated by
the election inspectors appointed for the meeting and will determine whether or
not a quorum is present. The election inspectors will treat abstentions as
shares that are present and entitled to vote for purposes of determining the
presence of a quorum but as unvoted for purposes of determining the approval of
any matter submitted to the shareholders for a vote. If a broker indicates on
the proxy that it does not have discretionary authority as to certain shares to
vote on a particular matter, those shares will not be considered as present and
entitled to vote with respect to that matter.
<PAGE>
PRINCIPAL SHAREHOLDERS
James Stuart and members of his family (and partnerships and corporations
owned or controlled by the Stuart Family) have filed a Schedule 13-D with the
Securities and Exchange Commission ("the Commission") indicating that the Stuart
Family may be a "group" as that term is defined by the Exchange Act and the
regulations promulgated by the Commission pursuant thereto. A table showing the
names of the persons and entities included within the group identified in this
Proxy Statement as the "Stuart Family" and showing the number of shares of the
Company owned of record on February 28, 1997 by each member of the group is set
forth on Exhibit A to this Proxy Statement. As of February 28, 1997, the Stuart
Family owned a total of 1,559,232 shares, or 59.8% of the Company's shares of
Class A Common Stock entitled to vote at the Annual Meeting.
No other person is known by the Company to own of record or beneficially as
much as 5% of the Common Stock of the Company.
1. ELECTION OF CLASS III AND CLASS I DIRECTORS
The Board of Directors of the Company is divided into three classes,
designated Class I, Class II and Class III, serving staggered three year terms.
The Company's Articles of Incorporation require that such classes be as nearly
equal in number of directors as possible. The terms of the Company's four
current Class III Directors, Connie Lapaseotes, Kenneth W. Staab, James Stuart,
and James Stuart, Jr., expire at the Annual Meeting.
At the Annual Meeting, four Class III Directors are to be elected to serve
three year terms ending in 2000 or until their respective successors are elected
and qualified or their earlier death, resignation, or removal. Each of the four
nominees presently serves as a Class III Director.
At the Annual Meeting, two new Class I Directors are to be elected to serve a
one year term ending in 1998 or until their respective successors are elected
and qualified or their earlier death, resignation or removal.
The Board of Directors recommends that Stockholders vote "FOR" the Company's
nomnees as Class III and Class I Directors.
Set forth below is information concerning the principal occupation or
employment of each nominee for election as a Class III Director for the past
five years, and the year each was first elected as a Director; and information
concerning the principal occupation and employment of each nominee for election
as a Class I Director for the past five years; similar information is
included for all other members of the Board of Directors who will continue in
office. The Company was organized in 1985 and acquired a controlling stock
interest in Commerce Group, Inc., in 1985. Directors shown below to have been
elected prior to 1985 were Directors of Commerce Group, Inc., prior to the
organization of the Company.
<PAGE>
NOMINEES FOR ELECTION AS
CLASS III DIRECTORS
TERM EXPIRING IN 2000
CONNIE LAPASEOTES, Age 60. Mr. Lapaseotes has served as a Director of the
Company since April of 1994. Mr. Lapaseotes serves as a General Partner in
Lapaseotes Limited, Bridgeport, Nebraska. He is engaged in cattle feeding,
ranching and farming.
KENNETH W. STAAB, Age 55. Mr. Staab has served as a Director of the Company
since April of 1994. Mr. Staab is a franchisee of Pizza Hut and Wendy's
Restaurants in Nebraska, a business he operates from offices in Grand Island,
Nebraska.
JAMES STUART, Age 79. Mr. Stuart has served as a Director of the Company
since 1973. Mr. Stuart is the Chairman of the Board of Stuart Management
Company, a company engaged in the management of outdoor advertising companies in
Nebraska and Illinois.
JAMES STUART, JR., Age 54. Mr. Stuart has served as a Director of the
Company since 1975. Mr. Stuart has served as Chairman of the Board and Chief
Executive Officer of the Company since January of 1988. Prior to that time he
had served as President and Chief Executive Officer of the Company since May of
1985. Mr. Stuart also serves as Chairman and Chief Executive Officer of
National Bank of Commerce Trust and Savings Association, Lincoln, Nebraska, a
subsidiary of the Company, and as a Director of each of the Company's other
subsidiary banks, except for the First National Bank of West Point, Nebraska.
NOMINEES FOR ELECTION AS CLASS I DIRECTORS
TERM EXPIRING IN 1998
WILLIAM CHARLES SCHMOKER, Age 30. Mr. Schmoker has served as an Assistant
Vice President for Norwest Investment Management, Inc. since January 1995.
Prior to that time, Mr. Schmoker served as a Trust Officer for Norwest Bank
Minnesota, N.A. since 1992.
JAMES STUART, III, Age 33. Mr. Stuart has served as Chairman and Chief
Executive Officer of First Commerce Investors, a First Commerce wholly owned
investment management subsidiary based in Lincoln, NE, since July 1996. Prior
to that date, Mr. Stuart served as an investment consultant officed in Chicago,
IL. Mr. Stuart provided consulting services to the company and others.
<PAGE>
INCUMBENT CLASS II DIRECTORS
TERM EXPIRING IN 1999
DAVID T. CALHOUN, Age 58. Mr. Calhoun has served as a Director of the
Company since April of 1993. Mr. Calhoun is Chairman and Chief Executive
Officer of Jacob North Printing Company, a commercial printing firm in Lincoln,
Nebraska.
JOHN C. OSBORNE, Age 57. Mr. Osborne has served as a Director of the Company
since April of 1990. Mr. Osborne is the owner and President of Industrial
Irrigation Services, Hastings, Nebraska, a wholesaler of engines for industrial
and irrigation applications.
SCOTT STUART, Age 50. Scott Stuart has served as a Director of the Company
since 1978. Mr. Stuart is the Managing Partner of KJS Partnership which
operates outdoor advertising businesses in Lincoln and Omaha, Nebraska, and
Springfield, Illinois.
INCUMBENT CLASS I DIRECTORS
TERM EXPIRING IN 1998
JOHN G. LOWE, III, Age 65. Mr. Lowe has served as a Director of the Company
since April of 1992. Mr. Lowe is the owner of Lowe Investment Co., an
investment firm in Kearney, Nebraska.
RICHARD C. SCHMOKER, Age 56. Mr. Schmoker has served as a Director of the
Company since 1977. Mr. Schmoker is an attorney and a partner with the firm of
Faegre & Benson, Minneapolis, Minnesota.
The following table sets forth information concerning the number of shares of
Class A and Class B Common Stock of the Company beneficially owned as of
February 28, 1997 by each director, nominee and certain executive officers,
individually, and by all directors and executive officers of the Company as a
group:
<TABLE>
<CAPTION>
Number of Number
Name and Address Class A Percent of Class B Percent of
of Beneficial Owner Shares (1) Class (2) Shares(1) Class (3)
<S> <C> <C> <C> <C>
Stuart L. Bartruff 300 (6) * 2,500 (6) *
Lincoln, Nebraska
David T. Calhoun 1,122 * 13,725 (7) 0.1%
Lincoln, Nebraska
Mark Hansen 0 * 1,607.8776 (8) *
Lincoln, Nebraska
Brad Korell 84 * 2,888.6329 (9) *
Lincoln, Nebraska
Connie Lapaseotes 1,000 * 32,778 0.3%
Bridgeport, Nebraska
John G. Lowe, III 346 * 1,784 *
Kearney, Nebraska
John C. Osborne 932 (5) * 6,538 (5) *
Hastings, Nebraska
Richard C. Schmoker 1,559,232 (4) 59.8% 6,192,634.9381(4) 56.6%
Minneapolis, Minnesota
William C. Schmoker 1,559,232 (4) 59.8% 6,192,634.9381(4) 56.6%
Minneapolis, Minnesota
Kenneth W. Staab 400 * 3,600 *
Grand Island, Nebraska
James Stuart 1,559,232 (4) 59.8% 6,192,634.9381(4) 56.6%
Lincoln, Nebraska
James Stuart, Jr. 1,559,232 (4) 59.8% 6,192,634.9381(4) 56.6%
Lincoln, Nebraska
James Stuart, III 1,559,232 (4) 59.8% 6,192,634.9381(4) 56.6%
Lincoln, Nebraska
Scott Stuart 1,559,232 (4) 59.8% 6,192,634.9381(4) 56.6%
Lincoln, Nebraska
All Executive Officers
and Directors
(14 persons) 1,563,416 60.0% 6,258,056.4486 57.2%
</TABLE>
*Less than one percent.
(1)Unless otherwise noted, all shares were held with sole investment and voting
power.
(2)Based upon the 2,606,336 shares issued and outstanding and entitled to vote
at the meeting.
(3)Based upon 10,940,651 shares of Class B Common Stock issued and outstanding.
<PAGE>
(4)Includes 1,559,232 shares of Class A Common Stock and 6,192,634.9381 shares
of Class B Common Stock owned by the Stuart Family. (See Exhibit A)
(5)Includes 675 shares of Class A Common Stock and 5,350 shares of Class B
Common Stock owned by Industrial Irrigation Services; and 100 shares of
Class B Common Stock owned by JPJ Limited Partnership, as to which shares
Mr. Osborne shares in the investment and/or voting power.
(6)Includes 100 shares of Class A Common Stock and 400 shares of Class B Common
Stock owned by Stuart Bartruff, Custodian Tyler James S. Bartruff; 100
shares of Class A Common Stock and 400 shares of Class B Common Stock owned
by Stuart Bartruff, Custodian Blaine Bartruff; and 500 shares of Class B
Common Stock owned by Jill Bartruff, as to which shares Mr. Bartruff shares
in the investment and/or voting power.
(7)Includes 9,176 shares of Class B Common Stock owned by Leeco, Inc., as to
which Mr. Calhoun shares in the investment and/or voting power.
(8)Includes 201.9535 shares of Class B Common Stock owned by Mark Hansen,
Custodian Brian L. Hansen, 201.9535 shares of Class B Common Stock owned by
Mark Hansen Custodian Catherine A. Hansen, and 1,000 shares of Class B.
Common Stock owned by Laurie A. Hansen, as to which Mr. Hansen shares in the
investment and/or voting power.
(9)Includes 2,858 shares of Class B Common Stock owned by Dianna K. Korell, as
to which Mr. Korell shares in the investment and/or voting power.
(10)All information is as of February 28, 1997.
James Stuart, Jr. and Scott Stuart are the sons of James Stuart; Richard C.
Schmoker is the son-in-law of James Stuart. William C. Schmoker and James
Stuart, III, are grandsons of James Stuart.
Committees and Meetings
- -----------------------
The Board of Directors of the Company has four committees - the Audit
Committee, the Venture Capital Committee, the Compensation Committee, and the
Loan Committee. The Audit Committee, which held 12 meetings in 1996, consists
of three members, namely, Mr. Osborne, Mr. Staab, and Mr. Scott Stuart (ex
officio/non voting). The Venture Capital Committee, which held no meetings in
1996, consists of Mr. James Stuart, Jr., Mr. Scott Stuart, and Mr. Calhoun. The
Compensation Committee, which held two meetings in 1996, consists of three
members, namely Mr. Schmoker, Mr. Calhoun, and Mr. Scott Stuart. The Loan
Committee, which held 22 meetings in 1996 consists of four members, namely, Mr.
James Stuart, Sr., Mr. James Stuart, Jr., Mr. Scott Stuart, and Mr. Schmoker.
<PAGE>
The function of the Audit Committee is to give additional assurance regarding
the integrity of financial information used by the Board in making decisions and
the integrity of financial information distributed to outsiders. The Audit
Committee reviews the audit plan with the independent auditors, including the
fees, reviews the annual report and results of the examination, reviews the
internal audit function, assists in the selection of independent auditors, and
provides a communication link between the auditors and the Board of Directors.
The purpose of the Venture Capital Committee is to review venture capital
proposals and make recommendations to the Board of Directors.
The Compensation Committee recommends salary levels for the executive
officers of the Company.
The Loan Committee serves as an oversight and approval authority for all FCB
banks in the granting of credit for loans with an allocation exceeding
$7,000,000. The Committee serves to review loans that represent the greatest
exposure to the Company in terms of dollar volume.
The Board of Directors of the Company held twelve meetings in 1996. No
director was absent from more than twenty-five percent of the aggregate of (1)
the total number of meetings of the Board of Directors and (2) the total number
of meetings held by all committees on which he served.
Compliance with Section 16(a) of the Exchange Act
- -------------------------------------------------
Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act")
requires the Company's officers, directors and greater than 10% shareholders
("Reporting Persons") to file certain reports ("Section 16 Reports") with
respect to beneficial ownership of the Company's equity securities. Based
solely on its review of the Section 16 Reports furnished to the Company by its
Reporting Persons and, where applicable, any written representations by any of
them that no Form 5 was required, all Section 16(a) filing requirements
applicable to the Company's Reporting Persons during and with respect to 1996
have been complied with on a timely basis.
<PAGE>
EXECUTIVE COMPENSATION AND OTHER INFORMATION
Summary of Cash and Certain Other Compensation
- ----------------------------------------------
The following table provides certain summary information concerning
compensation paid or accrued by the Company and its subsidiaries, to or on
behalf of the Company's chief executive officer and each of the three other most
highly compensated executive officers of the Company whose compensation exceeded
$100,000 (determined as of the end of the last fiscal year) for the fiscal years
ended December 31, 1994, 1995 and 1996:
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
All Other
Annual Compensation Compensation (1)
------------------------------ ------------------
Name and
Principal Position Year Salary Bonus
- ------------------- ---- ------- -------
James Stuart, Jr.
<S> <C> <C> <C> <C>
Chairman and 1996 $300,000 $100,000 $41,400
Chief Executive 1995 300,000 100,000 34,548
Officer 1994 275,000 100,000 33,914
Brad Korell
President, 1996 $195,000 $65,406(2) $31,025
National Bank 1995 185,000 57,406(2) 26,623
of Commerce 1994 170,000 60,406(2) 22,008
Trust & Savings
Association
Stuart L. Bartruff
Exec Vice President 1996 140,000 34,294(2) $19,160
and Secretary 1995 125,000 34,294(2) 14,357
1994 100,000 34,294(2) 29,391(3)
Mark Hansen
Sr. Vice President 1996 140,000 49,731(2) $22,211
and Sr. Lending 1995 125,000 34,731(2) 17,904
Officer, National 1994 100,000 34,731(2) 12,127
Bank of Commerce
</TABLE>
(1)These amounts reported for 1996, 1995, and 1994, respectively, include
contributions to the Company's (i) Defined Contribution Pension Plan - Mr.
Stuart, Jr., $7,950, $7,950, and $7,950; Mr. Korell, $7,950, $7,950, and
$7,950; Mr. Bartruff, $7,400, $6,575, and $4,902; Mr. Hansen $7,400, $6,575,
and $4,902; (ii) Profit Sharing and Thrift Plan - Mr. Stuart, Jr., $13,300,
$9,588, and 10,740; Mr. Korell, $16,750, $13,958, and $11,758; Mr. Bartruff,
$11,760, $7,782, and $6,598; Mr. Hansen, $14,811, $11,329, and $7,225; and
(iii) Supplemental Executive Retirement Plan - Mr. Stuart, Jr., $20,150,
$17,010, and $15,224; Mr. Korell, $6,325, $4,715, and $2,300; Mr. Bartruff,
$-0-, $-0-, and $-0-; Mr. Hansen $-0-, $-0-, and $-0-.
(2)These amounts include the Company's contribution to a Deferred Compensation
Plan for the individual named.
(3)Includes club dues and initiation fee of $17,891.
<PAGE>
COMPENSATION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
The following report of the Compensation Committee shall not be deemed
incorporated by reference by any general statement incorporating by reference
this proxy statement into any filing under the Securities Act of 1933 or under
the Securities Exchange Act of 1934, except to the extent that the Company
specifically incorporates this information by reference, and shall not otherwise
be deemed filed under such Acts.
The Compensation Committee of the Company, and also the Compensation
Committee of the Company's Subsidiary Bank, National Bank of Commerce Trust and
Savings Association, is comprised of three members, David T. Calhoun, Richard
Schmoker, and Scott Stuart. Each member of the Compensation Committee is a non-
employee director. Decisions on the compensation of the Company's executives
(including executives of the Company's Subsidiary Bank) are based on
recommendations of the Compensation Committee and are reviewed and approved by
the full Board.
The Compensation Committee's executive compensation policies are designed to
provide competitive compensation levels for the Company's chief executive
officer and other highly compensated officers of the Company and its Subsidiary
Bank. Significant consideration is given to the following criteria in
determining appropriate levels of compensation:
. Earnings and growth performance of the Company, both short and long term,
as compared to peer group and industry averages.
. Comparability of compensation packages with companies of similar size and
complexity.
. General skill level and leadership ability of officers.
. Longevity, loyalty, integrity, commitment to excellence and long term
success of the Company.
At present, the executive compensation program is comprised of salary, annual
cash bonus, and certain qualified plans, including a Defined Contribution
Pension Plan, a Profit Sharing and Thrift Plan, and a Supplemental Executive
Retirement Plan. Certain of the executive officers (i.e., Messrs. Korell,
Hansen, and Bartruff) are provided a non-qualified deferred compensation plan
designed to enhance long term commitment to the Company.
Salaries for the 1996 year were set in December 1995 and cash bonuses were
awarded to the executive officers in December 1996. The Company's total cash
compensation to its executive officers, i.e. , the total of the salary plus
cash bonus was based both on objective and subjective performance criteria.
Objective factors reviewed by the Compensation Committee included a comparison
of the Company's growth and profits over the last three years as compared to
peer group and industry standards. Significant consideration was also given to
the increase in the Company's stock price during the time period of 1987 through
1996. The foregoing objective factors are not included in a mathematical
formula; rather, such factors are considered by the Compensation Committee
together with subjective performance criteria
<PAGE>
in arriving at a recommended total cash compensation package for each officer.
Subjective performance criteria encompass evaluation of each officer's
initiative and contribution to overall corporate performance, the officer's
managerial ability, and the officer's performance in any special projects that
the officer may have undertaken. Although the Board in 1986 directed the
President to investigate and recommend to the Board an incentive plan for key
employees of the Company and its subsidiaries which would be either a stock
bonus plan or a stock option plan, the Committee does not believe that such an
incentive plan is necessary for the Company's chief executive officer. The
Committee believes that James Stuart, Jr.'s significant ownership in the Company
provides sufficient incentive. In 1993, the Company did adopt deferred
compensation plans for Messrs. Korell, Hansen, and Bartruff, which plans will
provide benefits to these officers if they continue to work for the Company for
ten years or more.
The only component of compensation of the executive officers, including Mr.
Stuart, Jr., that is specifically and mathematically tied to objective
performance criteria is the Company's contribution to the Profit Sharing and
Thrift Plan. All salaried employees of the Company and its subsidiaries who
have completed at least six months of service and who agree to contribute a
percentage of their compensation to the Plan are participants in the Plan.
Employees may elect to contribute up to 12% of salary. The Company's
contribution is based on a percentage of the employee's contribution, depending
upon the Company's profitability as a percentage of budgeted profitability.
DAVID T. CALHOUN RICHARD C. SCHMOKER SCOTT STUART
Stock Price Performance Graph
- -----------------------------
The Stock Price Performance Graph below shall not be deemed incorporated by
reference by any general statement incorporating by reference this proxy
statement into any filing under the Securities Act of 1933 or under the
Securities Exchange Act of 1934, except to the extent the Company specifically
incorporates this information by reference, and shall not otherwise be deemed
filed under such Acts.
The graph below compares cumulative total return of the Company, the SNL
Midwestern Bank Index, All NASDAQ US Stocks, and the SNL Bank Index.
~
~F~IRST~COMMERCE~BANCSHARES,~INC.
~
~
~STOCK PRICE PERFORMANCE
In lieu of a graph the following table presents the stock price performance
described above:
<TABLE>
Period Ending
-----------------------------------------------------------------
Index 12/31/91 12/31/92 12/31/93 12/31/94 12/31/95 12/31/96
-------- -------- -------- -------- -------- --------
First Commerce Bancshares,
<S> <C> <C> <C> <C> <C> <C>
Inc. 100.00 197.01 226.14 244.02 299.44 400.90
Nasdaq - total US 100.00 116.38 133.60 130.59 184.68 227.16
Banks (All) 100.00 136.96 150.03 146.62 228.28 318.53
Banks ( Midwest) 100.00 129.11 134.90 130.38 192.66 262.11
NOTE: Assumes $100 invested on 1/1/91. Total return assumes reinvestment of dividends. Figures are for illustration only.
</TABLE>
Certain Transactions
- --------------------
During the course of the year, the Company's subsidiaries had, and intend to
continue to have, banking transactions in the ordinary course of their business
with their directors, some of whom are also directors of the Company and their
associates. Such transactions, including loans, checking and savings accounts,
were made in the ordinary course of business, were made on comparable credit
terms, with similar interest rates and collateral as those prevailing at the
time for other customers of the banks, and did not involve more than the normal
risk of collectibility or present other unfavorable features.
Director Compensation
- ---------------------
Directors who are not employees of the Company or one of its subsidiaries
received fees of $250.00 per month and $100 for each Audit Committee meeting
attended in 1996. In January of 1997, Directors were paid a bonus of $1,500.00.
INDEPENDENT AUDITORS
Deloitte & Touche, certified public accountants, served as auditors for the
year 1996. It is anticipated that representatives of the firm will be present
at the Annual Shareholders Meeting and will be provided the opportunity to make
a statement, if they so desire, and it is expected that such representatives
will be available to answer appropriate questions presented by any shareholder.
OTHER MATTERS
The Board of Directors knows of no other matters to be brought before this
Annual Meeting. However, if other matters should come before the meeting, it is
the intention of each person named in the proxy to vote such proxy in accordance
with his judgment on such matters, discretionary authority to so do being
included in each proxy.
PROPOSALS FOR 1998 ANNUAL MEETING
Although the date for the Annual Stockholders meeting to be held in 1998 has
not been set, the rules adopted by the Securities and Exchange Commission
require that this statement disclose the date by which shareholders proposals
must be received by the Company in order to be included in next year's Proxy
Statement. According to those rules, a shareholder's proposal should be
received by the Company at its office in the NBC Center, Lincoln, Nebraska, on
or before November 15, 1997.
By Order of the Board of Directors
James Stuart, Jr.
Chairman and Chief Executive Officer
Lincoln, Nebraska
March 14, 1997
<TABLE>
EXHIBIT A
Shares of First Commerce Bancshares, Inc.
Owned by the Stuart Family
February 28, 1997
Class A Common Stock Class B Common Stock
Number of Percent of Number of Percent of
Registered Owner Shares (1) Class (2) Shares (1) Class (2)
<S> <C> <C> <C> <C>
James Stuart 1 * 17,704 *
Helen Catherine Stuart --- --- 1,601 *
Catherine Stuart Schmoker --- --- 14,552 *
Richard C. Schmoker and
Catherine S. Hunnewell,
Trustee for Catherine S.
Hunnewell --- --- 867 *
Richard C. Schmoker and
William C. Schmoker,
Trustees for William C.
Schmoker --- --- 867 *
Richard C. Schmoker and
Lisa Stuart Schmoker Hesdorffer,
Trustees for Lisa Stuart
Schmoker Hesdorffer --- --- 863 *
James Stuart, Jr. --- --- 10,382 *
James Stuart III --- --- 867 *
James Stuart, Jr.,
Custodian for Robert
David Stuart 98 * 392 *
James Stuart, Jr.,
Custodian for Carolyn
Jean Stuart 98 * 392 *
James Stuart III and
Susan S. Seiler, Trustees
for Susan S. Seiler --- --- 867 *
James Stuart III, Custodian for
Megan Marie Stuart 99 * 396 *
James Stuart III, Custodian for
James Stuart IV --- --- 500 *
Leah Stuart 375 (5) * 1,500 (5) *
Scott Stuart 595 * 19,758 (4) *
The Stuart Family
Partnership 1,553,166 (3) 59.6% 6,110,975 (3) 55.9%
Stuart Foundation --- --- 303 (6) *
Catherine Marie Schmoker
Family Foundation --- --- 2,427.9644 (7) *
William C. Schmoker Family
Foundation 1,600 (8) * 220.9737 (8) *
Lisa Stuart Schmoker Family
Foundation --- --- 2,400 (9) *
James Stuart III Family
Foundation 1,600 (10) * --- ---
Susan Ann Stuart Family
Foundation --- --- 2,400 (11) *
Lee Rankin Stuart Family
Foundation 1,600 (12) * --- ---
William Scott Stuart, Jr.
Family Foundation --- --- 2,400 (13) *
TOTAL 1,559,232 59.8% 6,192,634.9381 56.6%
</TABLE>
* Less than one percent.
<PAGE>
(1) All shares are held by registered owner with sole investment and voting
power unless otherwise noted.
(2) Based upon 2,606,336 shares of Class A Common Stock and the 10,940,651
shares of Class B Common Stock issued and outstanding.
(3) James Stuart, Helen Catherine Stuart, The Catherine Stuart Schmoker Family
Partnership, The James Stuart, Jr. Family Partnership and The Scott Stuart
Family Partnership share in the investment and/or voting power with respect
to these shares by virtue of being partners in the Stuart Family
Partnership. Catherine Stuart Schmoker and Richard C. Schmoker
individually and Richard C. Schmoker, Catherine S. Hunnewell, James Stuart
III, William C. Schmoker and Lisa Stuart Schmoker Hesdorffer as Trustees,
share in the investment and/or voting power as to these shares by virtue of
being partners in The Catherine Stuart Schmoker Family Partnership. James
Stuart, Jr., individually and as custodian, Susan S. Stuart, individually,
James Stuart III, individually and as Trustee and James Stuart, Jr., Susan
S. Seiler and Lee Rankin Stuart as Trustees, share in the investment and/or
voting power with respect to these shares by virtue of being partners in
The James Stuart, Jr. Family Partnership. Scott Stuart individually and as
Trustee, and Scott Stuart, Jr., and Mark Hayes Stuart as Trustees share in
the investment and/or voting power with respect to these shares by virtue
of being partners in The Scott Stuart Family Partnership.
(4) Includes 3,995 shares of Class B Common Stock held by the 401(k) Plan of
Stuart Management Co. for the account of Mr. Scott Stuart and Regina
Schirmer.
(5) James Stuart III shares in the investment and voting power with respect to
these shares.
(6) James Stuart, Helen Catherine Stuart, Scott Stuart, James Stuart III and
Regina Schirmer share in the investment and voting power with respect to
these shares as a result of being Trustees of the Stuart Foundation.
(7) Catherine S. Hunnewell, Catherine Stuart Schmoker and Regina Schirmer share
in the investment and voting power with respect to these shares as a result
of being Trustees of the Foundation.
(8) William C. Schmoker, Catherine Stuart Schmoker and Regina Schirmer share in
the investment and voting power with respect to these shares as a result of
being Trustees of the Foundation.
(9) Lisa Stuart Schmoker Hesdorffer, Catherine Stuart Schmoker and Regina
Schirmer share in the investment and voting power with respect to these
shares as a result of being Trustees of the Foundation.
(10) James Stuart III, Susan S. Seiler, Lee Rankin Stuart and Barbara Stuart
share in the investment and voting power with respect to these shares as a
result of being Trustees of the Foundation.
(11) Susan S. Seiler, James Stuart III, Lee Rankin Stuart and Regina Schirmer
share in the investment and voting power with respect to these shares as a
result of being Trustees of the Foundation.
(12) Lee Rankin Stuart, James Stuart III, Susan S. Seiler and James Stuart, Jr.
share in the investment and voting power with respect to these shares as a
result of being Trustees of the Foundation.
(13) William Scott Stuart, Jr., James Stuart III and Tiffany A. Stuart share in
the investment and voting power with respect to these shares as a result of
being Trustees of the Foundation.
<PAGE>
