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)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14(a)-6(i)(1)
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and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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|_| Fee paid previously with preliminary materials.
|_| Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(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:
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(2) Form, Schedule or Registration Statement no.:
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(3) Filing Party:
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(4) Date Filed:
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First Commerce Bancshares, Inc.
Approved Customer Response
Document
March 2000
The following statements have been approved by legal council and have been
filed with the SEC. These can be used at your discretion when responding to
customer questions and/or incorporating merger information into your
day-to-day correspondence with customers.
Please do not change the wording.
<PAGE>
General Response
"Thank you for your question. At this point it is difficult to say how the
merger will affect your specific situation. I can assure you that we are already
in the process of discussing issues related to the conversion in order to make
the transition as smooth as possible for our customers. I also want to assure
you that we will remain committed to providing the same level of personal
service you have grown accustomed to. As soon as more information is available,
I will let you know."
"National Bank of Commerce has always been committed to providing the very best
in friendly, personal service. This commitment will continue right through the
transition. By tapping into the resources of a national leader like Wells
Fargo/Norwest, we will simply be adding the ability to provide more world-class
banking services right here at home."
Why?
"The Stuart Family believes that the sale of the company will serve the long
term best interests of the shareholders, customers and employees given the
changing environment of the financial services industry."
"First Commerce Bancshares selected a merger partner who shares our commitment
to employees, customer service and building great communities. Wells
Fargo/Norwest and First Commerce Bancshares have a common set of values and
approach to doing business."
What Will Change?
"Until the merger is approved by the regulators, it is business as usual for
you. The merger is anticipated to be complete in the third quarter. Once
complete, a very diligent and methodical conversion process will take place to
ensure minimal impact on our customers."
"Wells Fargo/Norwest believes that local managers are best qualified to make the
right decisions for the communities where they live and work. Their banking
philosophy respects the authority of the local manager while allowing him/her to
tap into the collective strength of products and services shared across the
system."
"What will change is the depth and breadth of products and services you will
have access to. You will have free access to the #1 rated internet banking
system in the industry. You will have more investment products and a more
complete set of checking and savings account programs to choose from. The thing
that won't change is our dedication to providing the best personal service to
you."
Who is Wells Fargo/Norwest?
"Wells Fargo/Norwest is a diversified financial services company providing
banking, insurance, investments, mortgage and consumer finance. Wells
Fargo/Norwest is headquartered in San Francisco but they are decentralized in
such a way that every local market is a headquarter for satisfying their
customer's financial needs and working with the community."
What benefit is this to me?
"You will have access to over 6300 ATMs in 21 states, 100 of which are in
Nebraska. You will have access to the industry leading internet bank,
www.wellsfargo.com. You will be able to access your account from over 2000 banks
in 21 states. The merger between First Commerce Technologies and Wells
Fargo/Norwest will provide you with the utmost in banking convenience."
<PAGE>
Appropriate Use of Disclosure for Customer Communication
The new SEC rules are intended to reconcile the restrictions on communicating
with the public and shareholders about a proposed business combination with the
desirability of keeping the public and shareholders informed about the
transaction for the time of its announcement through its completion. The new
rules require us to file with the SEC certain public and external communications
relating to the First Commerce Bancshares / Wells Fargo-Norwest merger before
they are distributed externally.
Written Communications:
Drafted by First Commerce Bancshares exclusively designed for First Commerce
Bancshares customers:
If the communications consist solely of business information, i.e. it
is specifically targeting a customer audience and not directed at First
Commerce Bancshares shareholders, the communication does not need to be
filed with the SEC and does not need to include the legend. Such
communications should not include facts about the terms and conditions
of the merger. Most communication is this category can be identified as
customer contact letters highlighting the business benefits about the
merger in order to minimize potential customer anxiety. All
communication must, however, be reviewed and approved by Marketing and
Legal Counsel, prior to distribution.
Drafted by Wells Fargo/Norwest designed for First Commerce Bancshares customers:
Written communication, including letters, presentations, videos and
other material about Wells Fargo/Norwest or the proposed merger must be
filed with the SEC and include the legend prior to distribution. Such
communication should be review by Marketing and Legal Counsel before it
is publicly distributed.
Legend:
Please use the following legend per the instructions outlined above:
The SEC mandates the following: 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 web site (www.sec.gov) and from First Commerce's and Wells
Fargo's respective corporate secretaries. In addition, the identity of the
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.
