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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(4) Date Filed:
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February 2000
TO OUR FRIENDS AND CUSTOMERS:
The merger of First Commerce Bancshares, Inc., including National Bank of
Commerce, with Wells Fargo/Norwest was recently announced. We expect the merger
to occur this fall after shareholder approval is obtained and regulatory steps
are completed.
This is an emotional but exciting time for all of us associated with NBC and our
related companies. We are proud of the role we have played in building a great
organization that is widely recognized for its great people and their service to
customers.
Combining our local strengths with the world-class leadership of Wells
Fargo/Norwest makes this a very strategic partnership that will enable us to
serve you well in the future. Norwest already has a strong presence in Lincoln
and Nebraska. We welcome the advantages our merger will bring to our customers:
interactive websites accessible through the Internet from your PC at home or at
work; a national ATM network; and a broader array of products and services.
Wells also recognizes that great people are key to success and invests heavily
in developing, rewarding and retaining excellent team members.
The three strengths that have set NBC apart - great employees, outstanding
customer service and local community support - are values shared by Wells
Fargo/Norwest. This will be a merger that works because Wells is very sensitive
to managing mergers so that customer support and service are maintained.
I am pleased to announce that three of my closest associates have agreed to join
me on the new management team. Jo Kinsey, Mark Hansen and Stuart Bartruff each
are experienced bankers with over 20 years experience with our company. I have
great confidence in this team to lead our organization through the transition
and continue providing the level of service you expect from us.
To our customers, we would like to say THANK YOU for entrusting your financial
needs to our care. We pledge to you our ongoing efforts to provide great service
and commit ourselves to continuing to earn and maintain your confidence.
Sincerely,
Brad Korell
President
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. .
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This letter may be deemed to be offering materials of Wells Fargo & Company in
connection with Wells Fargo's proposed acquisition of First Commerce Bancshares,
Inc. through the merger of a wholly-owned subsidiary of Wells Fargo with and
into First Commerce upon the terms and subject to the conditions set forth in
the Agreement and Plan of Reorganization, dated as of February 1, 2000, by and
between Wells Fargo and First Commerce (the "Agreement"). This filing is being
made in connection with Regulation of Takeovers and Security Holder
Communications (Release Nos. 33-7760 and 34-42055) adopted by the Securities and
Exchange Commission (SEC).
First Commerce and its directors and executive officers may be deemed to be
participants in the solicitation of proxies in respect of the transactions
contemplated by the Agreement. These directors and executive officers include
the following: Stuart L. Bartruff, David T. Calhoun, Mark Hansen, Brad Korell,
Connie Lapaseotes, John G. Lowe, John C. Os-borne, Richard C. Schmoker, William
C. Schmoker, Kenneth W. Staab, James Stuart, Jr., James Stuart, III and Scott
Stuart. Of these directors and executive officers, Richard C. Schmoker, William
C. Schmoker, James Stuart, Jr., James Stuart, III and Scott Stuart may be deemed
beneficial owners of approximately (i) 1.6 million shares of First Commerce's
Class A common stock (constituting approximately 60.7% of the outstanding Class
A shares) and (ii) 5.9 million shares of First Commerce's Class B common stock
(constituting approximately 54.8% of the outstanding Class B shares). None of
the other persons listed above owns more than 1% of the outstanding shares of
either First Commerce's Class A common stock or its Class B common stock. The
ownership information is as of December 31, 1999. In addition, in connection
with the Merger, each of Stuart L. Bartruff, Mark Hansen and Brad Korell has
entered into an employment/non-compete agreement, and each of James Stuart Jr.
and James Stuart III has entered into a non-compete agreement. The foregoing
persons are also parties to retention agreements that provide for payments in
connection with continued employment after certain business combinations,
including the merger.
Shareholders of First Commerce and other investors are urged to read the proxy
statement-prospectus which will be included in the registration statement on
Form S-4 to be filed by Wells Fargo 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, as follows:
