FIRST COMMERCE BANCSHARES INC
DEFA14A, 2000-02-24
NATIONAL COMMERCIAL BANKS
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                            SCHEDULE 14A INFORMATION

                    Proxy Statement Pursuant to Section 14(a)

                     of the Securities Exchange Act of 1934

|X| Filed by the Registrant |_| 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))
|_|     Definitive Proxy Statement
|_|     Definitive Additional Materials

|X|     Soliciting Material Pursuant to Rule Rule 14(a)-12

                        FIRST COMMERCE BANCSHARES, INC.
                (Name of Registrant as Specified in Its Charter)

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<PAGE>


2000 Progress Edition

First National Bank of McCook
108 West D Street

P.O. Box 1388
McCook, NE 69001
www.fnbmc.com
(308) 345-1575

Contact:  Julie Ann Gillespie

The First  National  Bank of McCook  renewed  its focus on growth  and  customer
service in 1999. Total assets increased at fiscal year-end by 3% to $97,222,484.
President  and CEO Mark Jepson  commented,  "we  continue  to see ample  lending
opportunities  and  excellent  deposit  growth in the area.  We are very excited
about the future."  First  National Bank has grown 31.22% over the last 5 years,
or an  average  of over 6% a year.  "We have  been  able to  achieve  reasonable
growth,  while focusing our attention on improving  asset  quality.  Through the
excellent guidance and management of Bill Burton, we have improved asset quality
to its strongest level in 20 years." Jepson said. The recent success of the bank
can be attributed to several important factors,  including product  development,
geographic expansion and excellent customer service.

Our  commitment  to  customer  convenience  through the use of  technology  took
several additional steps forward in 1999, enabling many of our customers to gain
greater control over their finances.  Our Internet  banking product was enhanced
to allow  customers  to  electronically  access  and  transfer  funds,  download
statements,  and pay bills 24-hours a day. Being the area  technology  leader in
banking and brokerage  services has been our commitment  since 1995. We were the
first local bank to accept loan applications  over the web (1997);  the first to
provide  account access (1999) and this year the first to provide  automated tax
filing  through  Quicken Turbo Tax for the Websm  product.  The tax  preparation
product was named "easiest to use and most helpful" by Money Magazine in January
1999.  "We've added 165 Internet banking customers over the last nine months and
our goal is to triple that  number in 2000 and to  continue to add the  services
and support that our customers have come to expect." Jepson said.

The bank  continued  its  expansion in Kansas and eastern  Colorado,  with total
assets in the Burlington, Colorado area growing to $6,195,285 and deposit growth
of $1,904,913.  First National  Bank's  Goodland,  Kansas office  generated loan
growth  of  74%,  with  total  loans  of  $5,045,409.  We  continue  to see  our
agricultural  customer  base  expand in the Kansas  and  Colorado  markets.  The
expansion is due to a variety of factors including the hard work of team members
Mark Weber, Glenda Smith, Merlyn Stasser and Tammy Franz. Jepson commented,  "We
have exceeded our expectations by passing breakeven levels in both offices in 18
months." The momentum  continues to build as farmers get to know us and continue
to use the technology we have  implemented to bridge the  significant  distances
that separate McCook from our other  locations.  The  competitive  advantage the
technology  provides  us is  striking."  The  First  National  Bank of McCook is
committed  to  bringing  the  same  customer   convenience   to  businesses  and
agribusiness that Internet banking has brought to our personal banking and small
farm customers. With the introduction of our Commercial Cash Management product,
First Commerce Banker, our business and agribusiness customers are now using our
solutions to automate their payroll,  improve efficiency,  increase productivity
and effectively manage their cash.

Perhaps,  our greatest progress in 1999 came in our Retail Investment area under
the leadership of registered investment  representative,  Sharleen Crowe. In her
first  full  year of  operation,  Sharleen  had an  exceptional  year  with over
$5,600,000 in new business.  This resulted in an increase in gross income to the
bank of over 300%.  Jepson  commented,  "Sharleen has, in a very short period of
time,  become a truly invaluable  member of our team. She has excellent  rapport
with her customers and is building a solid record of accomplishment by combining
excellent advice with competitive returns."

The First  National Bank of McCook  continued its home lending with the creation
of a new first-time homebuyer program. The bank awarded $10,825 in the past year
with down payment and closing cost assistance. Customers who participated in and
qualified for the program where able to purchase their first home with as little
as $500  out-of-pocket  in down  payment  money  and  closing  costs.  The First
National  Bank of McCook  worked in  conjunction  with local  realtors to extend
grant money to  moderate-income  first-time  homebuyers.  The grant  monies were
awarded to the bank by the Federal Home Loan Bank of Topeka.  Vice  President of
Residential Lending, John Clapp, and Residential Lending Assistant,  Joni Knoll,
held a seminar to educate  potential  grant  customers  about buying their first
home.  Five  different  families  were able to purchase  their first home for an
average benefit of $2,165. Clapp said,  "First-time homebuyers are often able to
make the monthly payments but aren't able to come up with closing costs and down
payments.

Our grant  program is one way to help these  customers  get into a home of their
own."

First  National  continues  to be a  significant  supporter  of the area through
community service and monetary support. Last year's contributions to local civic
and  community  causes  totaled over  $34,000.00.  The bank and its team members
continue to be one of the largest United Way supporters in the area, giving over
$9,500 to the 1999  drive.  Team  members  also give  hundreds of hours to local
groups such as  Leadership  McCook,  McCook  Economic  Development  Corporation,
United Way,  McCook  Chamber of Commerce,  American  Heart  Association,  McCook
Rotary Club,  McCook Lions Club,  McCook  Optimist Club and the American  Cancer
Society.  First  National  Bank of  McCook  is proud of its  community  and will
continue our commitment to community service and betterment.

We are not finished,  however,  working to help our customers  grow and prosper.
Earlier  this month we  announced  that later in 2000 we, along with our holding
company First  Commerce  Bancshares  Inc.,  would be merging with Wells Fargo to
form Nebraska's  second largest bank. We are excited about the opportunities the
merger presents for our team members and customers.  President Jepson commented,
"We have spent several years positioning the First National Bank of McCook to be
the premier  financial  services  company in the area. Now we are joining forces
with a national  powerhouse who is first in the nation in agricultural  lending,
small business lending, mortgage originations, insurance agency sales and online
financial  services.  The  opportunities  for our customers as part of the Wells
Fargo system are truly  exciting.  I am confident  our new partner will carry on
the First  National  Bank of McCook's 115 year history of  exceptional  service,
community commitment and product delivery."


We urge  shareholders  of First  Commerce and other  investors to read the proxy
statement/prospectus that will be included in the registration statement on Form
S-4 to be filed with the SEC in connection  with the proposed  merger because it
will contain  important  information.  After it is filed with the SEC, the proxy
statement/prospectus  will be  available  for free,  both on the  SEC's  website
(www.sec.gov) and from First Commerce's and Wells Fargo's  respective  corporate
secretaries.  In addition,  the identity of people who, under SEC rules,  may be
considered  participants in the solicitation of First Commerce's shareholders in
connection with the proposed merger,  and a description of their  interests,  is
available in SEC filings under  Schedule 14A made by First  Commerce on February
2, 2000.

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