12
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 ss.240.14a-11(c) or ss.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 20, 1999
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 20, 1999, at 4:00 p.m.
for the following purposes:
1. To elect three Class II 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 26, 1999, 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.
James Stuart, Jr.
Chairman and Chief Executive Officer
Lincoln, Nebraska
March 15, 1999
A copy of the audited Annual Report of the Company for the year ended December
31, 1998, is enclosed. Such report is not incorporated in the Proxy Statement
and is not deemed a part of the proxy soliciting material.
If you hold Class A Voting stock, 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 20, 1999
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 20, 1999, 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 15, 1999.
VOTING SECURITIES OUTSTANDING
As of February 26, 1999, the Company has outstanding 2,583,319 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 26, 1999 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 26, 1999, by each member of the group is set
forth on Exhibit A to this Proxy Statement. As of February 26, 1999, the Stuart
Family owned a total of 1,559,232 shares, or 60.3% 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 II 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 three
current Class II Directors, David T. Calhoun, John C. Osborne, and Scott Stuart,
expire at the Annual Meeting.
At the Annual Meeting, three Class II Directors are to be elected to serve
three year terms ending in 2002 or until their respective successors are elected
and qualified or their earlier death, resignation, or removal. Each of the three
nominees presently serves as a Class II Director.
The Board of Directors recommends that Stockholders vote "FOR" the
Company's nominees as Class II Directors.
Set forth below is information concerning the principal occupation or
employment of each nominee for election as a Class II 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 II DIRECTORS
Term Expiring in 2002
DAVID T. CALHOUN, Age 60. Mr. Calhoun has served as a Director of the
Company since April of 1993. Mr. Calhoun is Chairman andChief Executive
Officer of Jacob North Printing Company, a commercial printing firm in Lincoln,
Nebraska.
JOHN C. OSBORNE, Age 58. Mr. Osborne has served as a Director of the Com-
pany 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 52. Scott Stuart has served as a Director of the Company
since 1978. Mr. Stuart served as the Manager of KJS, L.L.C., until the company
was sold in February of 1999; the company operated outdoor advertising
businesses in Lincoln and Omaha, Nebraska.
INCUMBENT CLASS I DIRECTORS
Term Expiring in 2001
JOHN G. LOWE, III, Age 67. Mr. Lowe has served as a Director of the Com-
pany since April of 1992. Mr. Lowe is the owner of Lowe Investment Co., an
investment firm in Kearney, Nebraska.
RICHARD C. SCHMOKER, Age 58. 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 32. 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 35. Mr. Stuart has served as a Director of the
Company since April of 1997. Mr. Stuart has served as Chairman and Chief Exe-
cutive 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 III DIRECTORS
Term Expiring in 2000
CONNIE LAPASEOTES, Age 62. 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 57. Mr. Staab has served as a Director of the Com-
pany 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 56. Mr. Stuart has served as a Director of the
Company since 1975. Mr. Stuart has served as Chairman ofthe 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 Na-
tional 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 sub-
sidiary banks, except for the First National Bank of West Point, 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 26, 1999, by each director, 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> <C>
Stuart L. Bartruff 1,050 (6) * 2,950 (6) *
Lincoln, Nebraska
David T. Calhoun 1,122 * 10,225 (7) 0.1%
Lincoln, Nebraska
Mark Hansen 0 * 2,230.4542 (8) *
Lincoln, Nebraska
Brad Korell 584 * 3,155.1917 (9) *
Lincoln, Nebraska
Connie Lapaseotes 1,000 * 34,778 0.3%
Bridgeport, Nebraska
John G. Lowe, III 346 * 1,984 *
Kearney, Nebraska
John C. Osborne 1,132 (5) * 6,538 (5) *
Hastings, Nebraska
</TABLE>
<PAGE>
<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>
Richard C. Schmoker 1,559,232 (4) 60.3% 6,126,748.7904(4) 56.1%
Minneapolis, Minnesota
William C. Schmoker 1,559,232 (4) 60.3% 6,126,748.7904(4) 56.1%
Minneapolis, Minnesota
Kenneth W. Staab 400 * 3,600 *
Grand Island, Nebraska
James Stuart, Jr. 1,559,232 (4) 60.3% 6,126,748.7904(4) 56.1%
Lincoln, Nebraska
James Stuart, III 1,559,232 (4) 60.3% 6,126,748.7904(4) 56.1%
Lincoln, Nebraska
Scott Stuart 1,559,232 (4) 60.3% 6,126,748.7904(4) 56.1%
Lincoln, Nebraska
All Executive Officers and 1,564,866 60.6% 6,192,209.4363 56.6%
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 2,583,319 shares of Class A Common Stock issued and out-
standing and entitled to vote at the meeting.
(3) Based upon 10,928,951 shares of Class B Common Stock issued and outstand-
ing.
(4) Includes 1,559,232 shares of Class A Common Stock and 6,126,748.7904
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 200 shares of
Class A Common Stock 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 5,676 shares of Class B Common Stock owned by Leeco, Inc., as
to shares 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 1,412 shares of Class B
Common Stock owned by Laurie A.
Hansen, as to which shares Mr. Hansen shares in the investment and/or
voting power.
(9) Includes 500 shares of Class A Common Stock and 3,121.4876 shares of
Class B Common Stock owned by Dianna K. Korell, as to shares which Mr.
Korell shares in the investment and/or voting power.
(10) All information is as of February 26, 1999.
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 Com-
mittee, the Venture Capital Committee, the Compensation Committee, and the
Loan Committee. The Audit Committee, which held 11 meetings in 1998, con-
sists of five members, namely, Mr. Osborne, Mr. Staab, Mr. Stuart, III,
Mr. W. Schmoker, and Mr. S. Stuart (ex officio/non voting). The Venture Ca-
pital Committee, which held no meetings in 1998, consists of Mr. Stuart,
Jr., Mr. S. Stuart, Mr. Stuart, III, and Mr. Calhoun. The Compensation
Committee, which held three meetings in 1998, consists of four members, namely
Mr. R. Schmoker, Mr. Calhoun, Mr. Osborne, and Mr. S. Stuart. The Loan Commit-
tee, which held 18 meetings in 1998, consists of seven members, namely, Mr.
Stuart, Jr., Mr. Stuart, III, Mr. S. Stuart, Mr. W. Schmoker, Mr. Staab, Mr.
Osborne, and Mr. R. 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 1998. 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 1998
have been complied with on a timely basis.
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>
<CAPTION>
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 1998 $305,000 $120,000 $39,350
Chief Executive 1997 305,000 110,000 39,720
Officer 1996 300,000 100,000 41,400
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
All Other
Annual Compensation Compensation(1)
Name and
Principal Position Year Salary Bonus
Brad Korell
<S> <C> <C> <C> <C>
President, 1998 $210,000 $85,406(2) $28,890
National Bank 1997 205,000 80,406(2) 29,175
of Commerce 1996 195,000 65,406(2) 31,025
Trust & Savings
Association
Stuart L. Bartruff
Exec Vice President 1998 $155,000 $44,294(2) $19,850
and Secretary 1997 150,000 39,294(2) 18,300
1996 140,000 34,294(2) 19,160
Mark Hansen
Exec. Vice President 1998 $155,000 $54,731(2) $21,245
and Sr. Lending 1997 150,000 49,731(2) 20,550
Officer, National 1996 140,000 49,731(2) 22,211
Bank of Commerce
</TABLE>
(1) These amounts reported for 1998, 1997, and 1996, respectively,
include contributions to the Company's (i) Defined Contribution Pension
Plan - Mr. Stuart, Jr., $8,500, $8,500, and $7,950; Mr. Korell, $8,500,
$8,500, and $7,950; Mr. Bartruff, $8,225, $7,950, and $7,400; Mr. Hansen
$8,225, $7,950, and $7,400; (ii) Profit Sharing and Thrift Plan - Mr.
Stuart, Jr., $12,500, $10,925, and $13,300; Mr. Korell, $14,000, $13,300,
and $16,750; Mr. Bartruff, $11,625, $10,350, and $11,760; Mr. Hansen,
$13,020, $12,600, and $14,811; and (iii) Supplemental Executive
Retirement Plan - Mr. Stuart, Jr., $18,350, $20,295, and $20,150; Mr.
Korell, $6,390, $7,375, and $6,325.
(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:
o Earnings and growth performance of the Company, both short and long term,
as compared to peer group and industry averages. o Comparability of
compensation packages with companies of similar size and complexity.
o General skill level and leadership ability of officers.
o 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 1998 year were set in December 1997 and cash bonuses were
awarded to the executive officers in December 1998. 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 1998. 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
<PAGE>
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
Midwest Bank Index, All NASDAQ US Stocks, and the SNL Bank Index.
<TABLE>
<CAPTION>
FIRST COMMERCE BANCSHARES, INC.
Stock Price Performance
Period Ending
------------------------------------------------------------------------
Index 12/31/93 12/31/94 12/31/95 12/31/96 12/31/97 12/31/98
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
First Commerce Bancshares, Inc. 100.00 107.91 132.41 177.28 196.40 179.97
NASDAQ - Total U. S. 100.00 97.75 138.26 170.01 208.58 293.21
SNL Bank Index 100.00 97.73 152.16 212.31 321.73 348.02
SNL Midwest Bank Index 100.00 96.65 142.82 194.30 315.04 335.09
NOTE: Assumes $100 invested on 12/31/93. Total return assumes reinvestment of dividends. Figures are for illustration
only.
Source of Information: SNL Securities LC
</TABLE>
<PAGE>
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 1998. In January of 1999, Directors were paid a bonus of $1,500.00.
James Stuart, III, a director of the Company, is an employee of First Com-
merce Investors, Inc. , a wholly-owned subsidiary of the Company. Mr. Stuart was
paid a total of $83,650 in the form of salary and bonus during the year 1998.
INDEPENDENT AUDITORS
Deloitte & Touche, certified public accountants, served as auditors for the
year 1998. 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 2000 ANNUAL MEETING
Although the date for the Annual Stockholders meeting to be held in 2000
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 12, 1999.
By Order of the Board of Directors
JAMES STUART, JR.
James Stuart, Jr.
Chairman and Chief Executive Officer
