16
SCHEDULE 14A
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 240.14a-11(c) or 240.14a-
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 21, 1998
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 21, 1998, at 4:00
p.m. for the following purposes:
1.To elect four Class I directors of the Company, each to
serve for a term of three years.
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 27, 1998, 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 13, 1998
A copy of the audited Annual Report of the Company for the year
ended December 31, 1997, 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 21, 1998
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 21, 1998,
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 13, 1998.
VOTING SECURITIES OUTSTANDING
As of February 27, 1998, the Company has outstanding 2,591,336
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 27, 1998 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 that 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 27, 1998, by each member of the group is set forth on
Exhibit A to this Proxy Statement. As of February 27, 1998, the
Stuart Family owned a total of 1,559,232 shares, or 60.2% 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 Class A Common Stock of the
Company.
1.ELECTION OF 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 I Directors, John G. Lowe, III; Richard C.
Schmoker; William C. Schmoker; and James Stuart, III; expire at
the Annual Meeting.
At the Annual Meeting, four Class I Directors are to be elected
to serve three year terms ending in 2001 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 I Director.
The Board of Directors recommends that Stockholders vote "FOR"
the Company's nominees as Class I Directors.
Set forth below is information concerning the principal
occupation or employment of each nominee for election as a Class
I Director for the past five years, and the year each was first
elected as a Director; 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 elected prior to 1985 were Directors of
Commerce Group, Inc., prior to the organization of the Company.
<PAGE>
NOMINEES FOR ELECTION AS
CLASS I DIRECTORS
Term Expiring in 2001
JOHN G. LOWE, III, Age 66. 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 57. 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.
WILLIAM CHARLES SCHMOKER, Age 31. Mr. Schmoker has served as a
Director of the Company since April of 1997. 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 34. Mr. Stuart has served as a Director
of the Company since April of 1997. 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.
INCUMBENT CLASS III DIRECTORS
Term Expiring in 2000
CONNIE LAPASEOTES, Age 61. 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 56. 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, JR., Age 55. 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.
INCUMBENT CLASS II DIRECTORS
Term Expiring in 1999
DAVID T. CALHOUN, Age 59. 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 51. Scott Stuart has served as a Director of
the Company since 1978. Mr. Stuart is the Manager of KJS,
L.L.C., a company operating outdoor advertising businesses in
Lincoln and Omaha, Nebraska.
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 27, 1998, by each
director, and certain executive officers, individually, and by
all directors and executive officers of the Company as a group:
<TABLE>
Number of Number of
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) * 2,950 (6) *
Lincoln, Nebraska
David T. Calhoun 1,122 * 13,725 (7) 0.1%
Lincoln, Nebraska
Mark Hansen 0 * 1,930.4542 (8) *
Lincoln, Nebraska
Brad Korell 84 * 3,116.695 (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) 60.2% 6,137,215.3336(4) 56.1%
Minneapolis, Minnesota
William C.
Schmoker 1,559,232 (4) 60.2% 6,137,215.3336(4) 56.1%
Minneapolis, Minnesota
Kenneth W. Staab 400 * 3,600 *
Grand Island, Nebraska
James Stuart,
Jr. 1,559,232 (4) 60.2% 6,137,215.3336(4) 56.1%
Lincoln, Nebraska
James Stuart,
III 1,559,232 (4) 60.2% 6,137,215.3336(4) 56.1%
Lincoln, Nebraska
Scott Stuart 1,559,232 (4) 60.2% 6,137,215.3336(4) 56.1%
Lincoln, Nebraska
All Executive
Officers and 1,563,416 60.3% 6,203,637.4828 56.7%
Directors (13 persons)
</TABLE>
*Less than one percent.
(1)Unless otherwise noted, all shares were held with sole
investment and voting power.
(2)Based upon the 2,591,336 shares of Class A Common Stock
issued and outstanding and entitled to vote at the meeting.
(3)Based upon 10,938,951 shares of Class B Common Stock issued
and outstanding.
(4)Includes 1,559,232 shares of Class A Common Stock and
6,137,215.3336 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 204.8238 shares of Class B Common Stock owned by
Mark Hansen, Custodian Brian L. Hansen, 204.8238 shares of
Class B Common Stock owned by Mark Hansen Custodian Catherine
A. Hansen, and 1,112 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 3,084.433 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 27, 1998.
James Stuart, Jr. and Scott Stuart are brothers; Richard C.
Schmoker is their brother-in-law. James Stuart, III, is the son
of James Stuart, Jr., and William C. Schmoker is the son of
Richard C. Schmoker.
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 11 meetings in 1997, consists of five members, namely, Mr.
Osborne, Mr. Staab, Mr. Stuart, III, Mr. W. Schmoker, and Mr.
Scott Stuart (ex officio/non voting). The Venture Capital
Committee, which held two meetings in 1997, consists of Mr. James
Stuart, Jr., Mr. Scott Stuart, Mr. James Stuart, III, and Mr.
Calhoun. The Compensation Committee, which held two meetings in
1997, consists of four members, namely Mr. R. Schmoker, Mr.
Calhoun, Mr. Osborne, and Mr. Scott Stuart. The Loan Committee,
which held 17 meetings in 1997, consists of five members, namely,
Mr. James Stuart, Sr., Mr. James Stuart, Jr., Mr. James Stuart,
III, Mr. Scott Stuart, and Mr. Schmoker.
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 Company 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
1997. 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 except for Mr. Osborne and Mr. W.
Schmoker.
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 1997 have been
complied with on a timely basis, except that James Stuart, Jr.
and James Stuart, III each filed one late report relating to the
transfer of 196 Class B shares as a result of the substitution of
James Stuart, III as Custodian under the Uniform Transfer to
Minors Act for two of James Stuart, Jr.'s children..
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, 1995, 1996 and 1997:
<TABLE>
SUMMARY COMPENSATION TABLE
All Other
Annual Compensation Compensation(1)
Name and ------------------------- -------------
Principal Position Year Salary Bonus
- ------------------ ----- ------- --------
James Stuart, Jr.
<S> <C> <C> <C> <C>
Chairman and 1997 $305,000 $110,000 $39,720
Chief Executive 1996 300,000 100,000 41,400
Officer 1995 300,000 100,000 34,548
Brad Korell
President, 1997 $205,000 $80,406(2) $29,175
National Bank 1996 195,000 65,406(2) 31,025
of Commerce 1995 185,000 57,406(2) 26,623
Trust & Savings
Association
Stuart L. Bartruff
Exec Vice
President 1997 $150,000 $39,294(2) $18,300
and Secretary 1996 140,000 34,294(2) 19,160
1995 125,000 34,294(2) 14,357
Mark Hansen
Sr. Vice Presi-
dent and Sr. 1997 $150,000 $49,731(2) $20,550
Lending Offi- 1996 140,000 49,731(2) 22,211
cer, National 1995 125,000 34,731(2) 17,904
Bank of Commerce
</TABLE>
(1)These amounts reported for 1997, 1996, and 1995,
respectively, include contributions to the Company's (i)
Defined Contribution Pension Plan - Mr. Stuart, Jr., $8,500,
$7,950, and $7,950; Mr. Korell, $8,500, $7,950, and $7,950;
Mr. Bartruff, $7,950, $7,400, and $6,575; Mr. Hansen $7,950,
$7,400, and $6,575; (ii) Profit Sharing and Thrift Plan - Mr.
Stuart, Jr., $10,925, $13,300, and $9,588; Mr. Korell,
$13,300, $16,750, and $13,958; Mr. Bartruff, $10,350,
$11,760, and $7,782; Mr. Hansen, $12,600, $14,811, and
$11,329; and (iii) Supplemental Executive Retirement Plan -
Mr. Stuart, Jr., $20,295, $20,150, and $17,010; Mr. Korell,
$7,375, $6,325, and $4,715.
(2)These amounts include the Company's contribution to a
Deferred Compensation Plan for the individual named.
<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
four members, David T. Calhoun, John C. Osborne, 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 year 1997 were set in December 1996 and cash
bonuses were awarded to the executive officers in December 1997.
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 1997. 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 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 JOHN C. OSBORNE 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.
<PAGE>
The graph below compares cumulative total return of the
Company's Class A, Company's Class B, All NASDAQ US Stocks,
and the SNL Bank Index.
<TABLE>
FIRST COMMERCE BANCSHARES, INC.
Stock Price Performance
Period Ending
Index 12/31/92 12/31/93 12/31/94 12/31/95 12/31/96 12/31/97
- ------------ -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
First Commerce-A 100.00 114.79 123.87 152.00 203.50 225.44
First Commerce-B 100.00 84.00 114.00 156.00 260.00
NASDAQ-Total US 100.00 114.80 112.21 158.70 195.19 239.53
SNL Bank Index 100.00 109.54 107.06 166.68 232.57 352.43
</TABLE>
NOTE: Assumes $100 invested on 12/31/92. Total return assumes
reinvestment of dividends. Figures are for illustration only.
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.
<PAGE>
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 1997. In January of 1998,
Directors were paid a bonus of $1,500.00.
INDEPENDENT AUDITORS
Deloitte & Touche, certified public accountants, served as
auditors for the year 1997. 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 1999 ANNUAL MEETING
Although the date for the Annual Stockholders meeting to be
held in 1999 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 14, 1998.
By Order of the Board of Directors
James Stuart, Jr.
Chairman and Chief Executive Officer
Lincoln, Nebraska
March 13, 1998
