<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
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:
<TABLE>
<S> <C>
[ ] 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 Rule 14a-11(c) or Rule 14a-12
</TABLE>
FIRST COMMERCE BANKS OF FLORIDA, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Robert W. Stickler, Jr.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(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 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] 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:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
FIRST COMMERCE BANKS OF FLORIDA, INC.
March 24, 1997
TO THE SHAREHOLDERS OF
FIRST COMMERCE BANKS OF FLORIDA, INC.
You are cordially invited to attend the 1997 Annual Meeting of
Shareholders of First Commerce Banks of Florida, Inc. which will be held at the
main office of First Commerce Bank of Polk County, 141 Central Avenue East,
Winter Haven, Florida 33880, on Monday, April 21, 1997, beginning at 4:00 P.M.
At the 1997 Annual Meeting you will be asked to consider and vote upon the
election of eight directors to serve until the Annual Meeting of Shareholders
in 1998 and the approval of a stock option plan for officers and employees.
Shareholders also will consider and vote upon such other or further business as
may properly come before the 1997 Annual Meeting and any adjournment or
postponement thereof.
We hope you can attend the meeting and vote your shares in person. In any
case, we would appreciate your completing the enclosed proxy and returning it
to us in the enclosed envelope as soon as possible. This action will ensure
that your preferences will be expressed on the matters that are being
considered. If you are able to attend the meeting, you may vote your shares in
person even if you have previously returned your proxy.
We want to thank you for your support during the past year. If you have
any questions about the Proxy Statement, please do not hesitate to call us.
Sincerely,
Robert W. Stickler, Jr.
President and Chief Executive Officer
<PAGE> 3
FIRST COMMERCE BANKS OF FLORIDA, INC.
141 CENTRAL AVENUE EAST
WINTER HAVEN, FLORIDA 33880
(941) 299-6072
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 21, 1997
Notice is hereby given that the 1997 Annual Meeting of Shareholders of
First Commerce Banks of Florida, Inc. ("First Commerce") will be held at the
main office of First Commerce Bank of Polk County, 141 Central Avenue East,
Winter Haven, Florida 33880, on Monday, April 21, 1997, at 4:00 P.M. ("1997
Annual Meeting"), for the following purposes:
1. Elect Directors. To elect eight directors to serve until the Annual
Meeting of Shareholders in 1998.
2. Other Business. To transact such other or further business as may
properly come before the 1997 Annual Meeting and any adjournment or
postponement thereof.
Only shareholders of record at the close of business on February 28, 1997,
are entitled to notice of and to vote at the 1997 Annual Meeting and any
adjournment or postponement thereof. All shareholders, whether or not they
expect to attend the 1997 Annual Meeting in person, are requested to complete,
date, sign and return the enclosed proxy in the accompanying envelope. The
proxy may be revoked by the person executing the proxy at any time before it is
exercised by filing with the Secretary of First Commerce an instrument of
revocation or a duly executed proxy bearing a later date, or by electing to
vote in person at the 1997 Annual Meeting.
BY ORDER OF THE BOARD OF DIRECTORS
March 24, 1997 Chairman of the Board
PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY
TO FIRST COMMERCE IN THE ENVELOPE PROVIDED WHETHER OR NOT YOU PLAN TO ATTEND
THE 1997 ANNUAL MEETING. IF YOU ATTEND THE MEETING, YOU MAY VOTE IN PERSON IF
YOU WISH, EVEN IF YOU HAVE PREVIOUSLY RETURNED YOUR PROXY.
<PAGE> 4
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
OF
FIRST COMMERCE BANKS OF FLORIDA, INC.
TO BE HELD ON
APRIL 21, 1997
INTRODUCTION
GENERAL
This Proxy Statement is being furnished to the shareholders of First
Commerce Banks of Florida, Inc. ("First Commerce" or "FCB") in connection with
the solicitation of proxies by the Board of Directors of First Commerce from
holders of the outstanding shares of the $.01 par value common stock of First
Commerce ("First Commerce Common Stock") for use at the Annual Meeting of
Shareholders of First Commerce to be held on Monday, April 21, 1997, and at any
adjournment or postponement thereof ("1997 Annual Meeting"). The 1997 Annual
Meeting is being held to (i) elect eight directors to serve until the Annual
Meeting of Shareholders in 1997, and (ii) transact such other or further
business as may properly come before the 1997 Annual Meeting and any
adjournment or postponement thereof. The Board of Directors of First Commerce
knows of no other business that will be presented for consideration at the 1997
Annual Meeting other than the matters described in this Proxy Statement. This
Proxy Statement is dated March 24, 1997, and it and the accompanying notice and
form of proxy are first being mailed to the shareholders of First Commerce on
March 31, 1997.
The principal executive offices of First Commerce are located at 141
Central Avenue East, Winter Haven, Florida 33880. The telephone number of
First Commerce at such offices is (941) 299-6072.
RECORD DATE, SOLICITATION AND REVOCABILITY OF PROXIES
The Board of Directors of First Commerce has fixed the close of business
on February 28, 1997, as the record date for the determination of First
Commerce shareholders entitled to notice of and to vote at the 1997 Annual
Meeting. Accordingly, only holders of record of shares of First Commerce
Common Stock at the close of business on such date will be entitled to vote at
the 1997 Annual Meeting. At the close of business on such date, there were
1,585,737 shares of First Commerce Common Stock outstanding and entitled to
vote held by approximately 590 shareholders of record. Holders of First
Commerce Common Stock are entitled to one vote on each matter considered and
voted upon at the 1997 Annual Meeting for each share of First Commerce Common
Stock held of record at the close of business on February 28, 1997. The
affirmative vote of the holders of a majority of shares of First Commerce
Common Stock
<PAGE> 5
represented and entitled to vote at the 1997 Annual Meeting at which a quorum
is present is required for approval of each matter submitted to a vote of
shareholders.
Shares of First Commerce Common Stock represented by a properly executed
proxy, if such proxy is received prior to the vote at the 1997 Annual Meeting
and not revoked, will be voted at the 1997 Annual Meeting in accordance with
the instructions indicated in such proxy. IF NO INSTRUCTIONS ARE INDICATED,
SUCH SHARES OF FIRST COMMERCE COMMON STOCK WILL BE VOTED FOR THE ELECTION AS
DIRECTORS OF FIRST COMMERCE OF THE EIGHT NOMINEES LISTED BELOW, AND IN
ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS AS TO ANY OTHER
MATTERS WHICH MAY PROPERLY COME BEFORE THE 1997 ANNUAL MEETING.
A shareholder who has given a proxy may revoke it at any time prior to its
exercise at the 1997 Annual Meeting by either (i) giving written notice of
revocation to the Secretary of First Commerce, (ii) properly submitting to the
Secretary of First Commerce a duly executed proxy bearing a later date, or
(iii) appearing and voting in person at the 1997 Annual Meeting. All written
notices of revocation or other communications with respect to revocation of
proxies should be addressed as follows: First Commerce Banks of Florida, Inc.,
141 Central Avenue East, Winter Haven, Florida 33880, Attention: J. Jeffrey
Seale, Secretary.
A copy of the 1996 Annual Report to Shareholders, including financial
statements for the year ended December 31, 1996, accompanies this Proxy
Statement.
2
<PAGE> 6
ELECTION OF DIRECTORS
GENERAL
The 1997 Annual Meeting is being held to elect eight directors of First
Commerce to serve until the Annual Meeting of Shareholders in 1997. All shares
represented by valid proxies received pursuant to this solicitation and not
revoked before they are exercised will be voted in the manner specified
therein. If no specification is made, the proxies will be voted for the
election of the eight nominees listed below. In the event that any nominee is
unable to serve (which is not anticipated), the persons designated as proxies
will cast votes for the remaining nominees and for such replacements as they
may select.
DIRECTORS
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" ELECTION OF THE
EIGHT NOMINEES LISTED BELOW.
The following table sets forth the name of each nominee for re-election as
a director of First Commerce; a description of his position and offices with
First Commerce other than as a director, if any; a brief description of his
principal occupation and business experience during at least the last five
years; and certain other information including his age and the number of shares
of First Commerce Common Stock beneficially owned by him on February 28, 1997.
The nominees were recommended by the Nominating Committee of First Commerce and
approved by the First Commerce Board of Directors. Each of the following
individuals is also serving as a director of First Commerce Bank of Polk County
("First Commerce/Polk County"), which is a subsidiary of First Commerce. For
information concerning membership on committees of the Board of Directors, see
"ELECTION OF DIRECTORS -- Information About the Board of Directors and Its
Committees."
3
<PAGE> 7
NOMINEES FOR DIRECTOR
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION AMOUNT/
DIRECTOR AND BUSINESS NATURE OF
OF FIRST COMMERCE EXPERIENCE DURING BENEFICIAL
NAME AND AGE SINCE PAST FIVE YEARS OWNERSHIP(1)
- -------------------- --------------------- ------------------------------------ -----------
<S> <C> <C> <C>
Jack P. Brandon, 52 1995* Attorney with the law firm of 17,790 (2)
Peterson, Myers, Craig, Crews, (1.13%)
Brandon & Puterbaugh, P.A.
(1972 to present)
Herbert O. Gingrich, 72 1982 Retired insurance executive 38,925 (3)
(2.44%)
Don E. Ingram, 43 1995* President of Ingram Financial 67,816 (4)
Group, Inc. (1988 to present) (4.28%)
Jerry D. Miller, 61 1982 President of D&D Properties, Inc. 65,153 (5)
(1991 to present); President of (3.98%)
64MG, Inc. (1993 to present);
President (1989 to 1993) and
Director (1989 to present) of
Metatec Corp.
Donald K. Stephens, 59 1982 President of Sun State Development 72,020 (6)
Corp. (1972 to present) (4.55%)
Robert W. Stickler, Jr., 46 1989 President and Chief Executive Officer 25,930
(July 1996 to present) and Vice (1.64%)
Chairman (September 1995 to
present) of First Commerce; Vice
Chairman, President and Chief
Executive Officer of First Sterling
Bancshares, Inc. (1989 to August
1995); Vice Chairman, President
and Chief Executive Officer of First
Commerce/Polk County (September
1995 to present) and of First Sterling
Bank (1989 to August 1995).
</TABLE>
4
<PAGE> 8
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Brian K. Swain, 37 1995* President of Alapatha, Inc. 83,037 (7)
(1985 to present), President (5.15%)
of Federated Land & Investments
Co. (1989 to present) and
President of Swain Development
& Realty Co., Inc. (1993 to present).
Robert C. Turner, 66 1995* Retired; Senior Vice President (1972 59,411 (8)
to 1996) of Citrus World, Lake (3.75%)
Wales, Florida.
</TABLE>
- -------------------------
* Served as a member of the Board of Directors of Commerce Bank
Corporation prior to its merger with and into First Commerce on
September 1, 1995.
1 Information related to beneficial ownership is based upon
information available to First Commerce and uses "beneficial
ownership" concepts set forth in rules of the Securities and
Exchange Commission under the Securities Exchange Act of 1934, as
amended. Under such rules, more than one person may be deemed to
be a beneficial owner of the same securities, and a person may be
deemed to be a beneficial owner of securities as to which he or
she may disclaim any beneficial interest. Accordingly, directors
are named as beneficial owners of shares as to which they may
disclaim any beneficial interest. Except as otherwise indicated
in the notes to this table, the individuals possessed sole voting
and investment power as to all shares of First Commerce Common
Stock set forth opposite their names. The shares set forth above
also include as to each director the number of shares listed
below, which represent shares the individual has the right to
acquire pursuant to presently exercisable options and warrants:
<TABLE>
<CAPTION>
Name of Individual Number of Shares
------------------ ----------------
<S> <C>
Jack P. Brandon 5,627
Herbert O. Gingrich 8,925
Jerry D. Miller 50,813
Donald K. Stephens 23,340
Robert W. Stickler, Jr. 25,930
Brian K. Swain 28,144
Don E. Ingram 16,182
</TABLE>
2 Includes 2,442 shares held by him in trust for his children.
3 Includes 7,350 shares held by his individual retirement account
and 12,150 shares held by his spouse.
4 Includes 2,442 shares held by him as custodian for his children.
5 Includes 12,405 shares held by his individual retirement account
and 1,935 shares held by his spouse's individual retirement
account.
5
<PAGE> 9
6 Includes 16,800 shares held by his company's pension plan and
17,000 shares held by his company's profit sharing plan.
7 Includes 52,519 shares held jointly with his spouse and 2,374
shares held by a trust for his children.
8 Held by a partnership in which he is a managing partner.
INFORMATION ABOUT THE BOARD OF DIRECTORS AND ITS COMMITTEES
The Board of Directors of the First Commerce held 12 meetings
during the year ended December 31, 1996. All of the directors
attended at least 75% of the aggregate total number of meetings of the
Board of Directors and meetings of the committees of the Board on
which they serve, except for Mr. Gingrich who attended 67% of the
aggregate of such meetings. The First Commerce's Board of Directors
presently has three committees. Certain information regarding the
function of these standing committees, their membership, and the
number of meetings held during 1996 follows:
The entire Board of Directors serves as the Nominating Committee
for the purpose of nominating persons to serve on the Board of
Directors. While the committee will consider nominees recommended by
shareholders, it has not actively solicited recommendations nor
established any procedures for this purpose. The Board held one
meeting in its capacity as the Nominating Committee during 1996.
The Audit Committee reviews the annual audit, reports to the
Board concerning the audit and makes recommendations for improvements,
internal controls, or other items covered by the audit report. The
Audit Committee also directs the activities of the internal audit
function. Messrs. Brandon, Stephens, Miller and Turner are the
members of this committee. The committee held seven meetings during
1996.
The Compensation Committee reviews the First Commerce's total
compensation and benefits program. It also makes recommendations to
the Board concerning compensation and other arrangements for executive
officers of the First Commerce as well as annual increases in
compensation for all employees. The members of this committee are
Messrs. Turner, Gingrich, Swain and Miller. The committee held four
meetings during 1996.
EXECUTIVE OFFICERS
The following lists each executive officer of First Commerce, all
positions held by him in First Commerce, including the period each
such position has been held, a brief account of his business
experience during the past five years and certain other information
including his age. Each executive officer is appointed annually at
the organizational meeting of the Board of
6
<PAGE> 10
Directors, which follows the First Commerce annual meeting of
shareholders, to serve until a successor has been duly elected and
qualified or until his death, resignation, or removal from office.
Information concerning directorships, committee assignments, minor
positions and peripheral business interests has not been included.
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION
AND BUSINESS
EXPERIENCE DURING
NAME AND AGE PAST FIVE YEARS
------------ ----------------------------------------------------
<S> <C>
Robert W. Stickler, Jr., 46 President and Chief Executive Officer (July 1996 to present)
and Vice Chairman (September 1995 to July 1996) of First
Commerce; Vice Chairman, President and Chief Executive
Officer of First Sterling Bancshares, Inc. (1989 to August
1995); Vice Chairman, President and Chief Executive Officer
of First Commerce/Polk County (September 1995 to present) and
of First Sterling Bank (1989 to August 1995).
J. Jeffrey Seale, 53 Vice President and Controller of First Commerce (September
1995 to present); Senior Vice President and Cashier of First
Commerce/Polk County (September 1995 to present) and of First
Sterling Bank (1982 to August 1995); Vice President and
Secretary of First Sterling Bancshares, Inc. (1984 to August
1995).
</TABLE>
MANAGEMENT STOCK OWNERSHIP
As of February 28, 1997, based on available information, all
directors and officers of the First Commerce as a group (nine persons)
beneficially owned 447,732 shares of First Commerce Common Stock which
constituted 28.24% of the number of shares outstanding at that date
(and included 158,961 shares which directors and officers had the
right to acquire pursuant to presently exercisable options and
warrants).
7
<PAGE> 11
EXECUTIVE COMPENSATION AND BENEFITS
The table below sets forth certain information with respect to
compensation paid to Mr. Stickler (President and Chief Executive
Officer of FCB and First Commerce/Polk County) during the years
presented. No other executive officer of FCB received a total salary
and bonus in excess of $100,000 in 1996.
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
-------------------------------------
NAME AND OTHER ANNUAL ALL OTHER
PRINCIPAL POSITION YEAR SALARY($) (1) BONUS COMPENSATION (2) COMPENSATION (3)
------------------ ---- --------- ------- ---------------- ----------------
<S> <C> <C> <C> <C> <C>
Robert W. Stickler, Jr. 1996 $ 135,600 $ 20,000 $ --- $ 4,089
President and Chief 1995 $ 103,389 $ 39,000 $ --- $ 6,764
Chief Executive Officer, 1994 $ 101,650 $ 55,000 $ --- $ 2,790
First Commerce/Polk County
</TABLE>
__________________
(1) Includes directors' fees received by Mr. Stickler from
FSB/Osceola equal to $600 in 1996.
(2) The only type of Other Annual Compensation for the named
officer was in the form of perquisites, and was less than the
level required for reporting.
(3) Represents amounts contributed by FCB to Mr. Stickler's profit
sharing plan account.
Non-employee directors of FCB are paid fees of $200 for each
Board meeting and $50 for each committee meeting.
Executive Agreements. FCB and First Commerce/Polk County have
entered into an employment agreement with Robert W. Stickler, Jr.
(Vice Chairman of FCB, and Vice Chairman, President and Chief
Executive Officer of First Commerce/Polk County). The employment
agreement terminates on August 31, 1997. Mr. Stickler currently
receives an annual base salary of $140,000, and is eligible for annual
bonuses as determined by the Board of Directors. The employment
agreement with Mr. Stickler provides for reimbursement of certain
business related expenses, and the maintenance by FCB and First
Commerce/Polk County of officers and directors insurance coverage.
The employment agreement also provides that Mr. Stickler will not work
for any financial institution located within a radius of 50 miles of
any office of First Commerce/Polk County for a two-year period
following voluntary termination of employment by Mr. Stickler or
termination of employment of the executive for "cause" (as defined in
the employment agreement). The executive also has agreed in the
employment agreement not to solicit First Commerce/Polk County
employees and customers during the two-year period. The employment
agreement also provides for the executive to terminate his employment
for "good reason" (as defined in the
8
<PAGE> 12
agreement, and including certain actions following any change in
control of FCB or First Commerce/Polk County).
First Commerce/Polk County also has entered into separate salary
continuation agreements with Mr. Stickler and J. Jeffrey Seale (Vice
President and Controller of FCB). The agreements require First
Commerce/Polk County to pay $8,133 and $2,325 per month to Messrs.
Stickler and Seale, respectively, for 180 months following their
retirement or death. If the executive's employment is terminated by
him voluntarily or by First Commerce/Polk County with Ajust cause@ (as
defined in the agreements), then the executive is entitled to receive
his portion of the monthly payments in accordance with a vesting
schedule which provides for vesting at 30% after 1995 and 10% for each
year thereafter. The executive is considered to be fully vested if
FCB or First Commerce/Polk County merges with another company and the
executive is terminated for any reason. The agreements do not affect
the right of the executive to participate in any other retirement
plans or supplemental compensation arrangements provided by FCB or
First Commerce/Polk County. To fund the obligations under the
agreements, FCB has purchased life insurance policies on the
participants. For additional information regarding the salary
continuation agreements, see Note 14 to the Notes to FCB's
Consolidated Financial Statements.
Stock Option Plans. FCB maintains three stock option plans. The
first plan authorizes the issuance of options for up to 95,000 shares
to FCB directors (including options for 930 shares held by Mr.
Stickler). As of March 1, 1996, options exercisable for an aggregate
of 85,558 shares of FCB Common Stock were outstanding under the plan,
including options for 84,008 shares issued to present FCB directors,
at an exercise price of $5.11 per share. FCB also has an officers
plan, pursuant to which options for an aggregate of 94,941 shares were
outstanding as of December 31, 1996 at exercise prices ranging from
$5.06 to $7.24 per share (including options for 25,000 shares held by
Mr. Stickler). No further options may be granted under this officers
stock option plan. FCB also has a 1995 Stock Option Plan which
authorizes the issuance of options for up to 55,109 shares. No
options under the 1995 Stock Option Plan were outstanding as of March
1, 1997.
Options granted under the plans are exercisable for a period of
10 years after the date of grant. The options also may be exercised
for varying periods under the plans following termination of
employment or service as a director (except that under the 1995 Stock
Option Plan, the options may not be exercised following the
termination of employment other than by normal or early retirement at
or after age 55 or as a result of disability or death). The stock
option plans also provide for adjustment of the options and the
exercise price as a result of certain antidilution events.
Warrants. As of March 1, 1997, FCB had outstanding warrants
exercisable for 140,716 shares of FCB Common Stock at an exercise
price of $4.11 per share. Of the 140,716 warrants outstanding,
113,271 were owned by FCB directors. Unexercised warrants expire on
May 15, 1999.
9
<PAGE> 13
Profit Sharing Plan. FCB has adopted a 401(k) Profit Sharing
Plan. Employees are eligible to participate after meeting certain
length of service requirements. Each year, participants may elect to
defer up to 15% of compensation instead of receiving that amount in
cash. FCB is required to match 50% of participant contributions up to
the lower of the participant's contributions or 6% of a participant's
compensation. Amounts deferred by participants are fully vested.
Contributions by FCB vest based upon percentage amounts of 20% to 100%
over two to six years of service.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
First Commerce/Polk County leases its main office from a
corporation owned by eight First Commerce/Polk County directors (two
of whom are also directors of FCB) under a lease agreement which, with
renewal options, expires in 2004. The agreement requires First
Commerce/Polk County to pay monthly base rental payments as well as a
pro-rata share of the maintenance, property taxes and insurance
related to the premises. The base rental expenses (and maintenance,
property taxes, and insurance) paid by First Commerce/Polk County
pursuant to the lease agreement amounted to $208,996 ($76,370) in 1996
and $205,135 ($68,472) in 1995. The agreement provides for a base
rental payment of $219,461 for 1997, which will be adjusted annually
by the lesser of 5% or the increase in the consumer price index.
First Commerce/Polk County has had, and expects to have in the
future, banking transactions in the ordinary course of business with
certain of its directors and executive officers and their associates.
As of December 31, 1996, the directors and executive officers of First
Commerce/Polk County and their associates, as a group, were indebted
to First Commerce/Polk County in the aggregate amount of approximately
$3.8 million. All loans included in such transactions were made in
the ordinary course of business, on substantially the same terms
(including interest rate and collateral) as those prevailing at the
time for comparable transactions with other persons, and in the
opinion of management of First Commerce/Polk County did not involve
more than the normal risk of collectibility or present other
unfavorable features.
PROPOSED CHANGE OF CONTROL OF FIRST COMMERCE
On March 24, 1997, First Commerce entered into an Agreement and
Plan of Merger with Colonial BancGroup, Inc. ("Colonial") providing
for the acquisition by Colonial of First Commerce through the merger
(the "Merger") of First Commerce with and into Colonial and, following
the Merger, the merger of First Commerce Bank of Polk County with
Colonial Bank, a subsidiary of Colonial. In the Merger, the
outstanding shares of First Commerce Common Stock would be converted
into shares of Colonial common stock calculated in accordance with, and
subject to the terms and conditions of, the Agreement and Plan of
Merger. The actual number of shares of Colonial common stock to be
issued in the transaction will depend upon the market value
10
<PAGE> 14
of such common stock prior to the closing of the Merger, subject to
maximum and minimum amounts to be issued. The closing of the Merger
is subject to a number of conditions, including approval of the
Merger by the bank regulatory agencies and the First Commerce
shareholders at a special meeting to be held either in the second
or third quarter of 1997.
SHAREHOLDER PROPOSALS FOR 1998 ANNUAL MEETING
Proposals of shareholders of the First Commerce intended to be
presented at the 1998 Annual Meeting of Shareholders must be received
by the First Commerce at its principal executive offices on or before
December 1, 1997, in order to be included in the First Commerce's
Proxy Statement and form of proxy relating to the 1998 Annual Meeting
of Shareholders.
SECTION 16(A) REPORTING REQUIREMENTS
Under Section 16(a) of the Securities Exchange Act of 1934,
directors and executive officers of the Holding Corporation, and
persons who beneficially own more than 10% of Holding Corporation
Stock, are required to make certain filings on a timely basis with the
Securities and Exchange Commission. Reporting persons are required by
SEC regulations to furnish the Holding Corporation with copies of all
Section 16(a) forms filed by them. Based on its review of the copies
of Section 16(a) forms received by it, and on written representations
from reporting persons concerning the necessity of filing a Form 5 -
Annual Statement of Changes in Beneficial Ownership, the Company
believes that, during 1996, all filing requirements applicable to
reporting persons were met except that Mr. Donald K. Stephens did not
report one transaction (involving the purchase of 2,000 shares on
December 31, 1996) in a timely manner. Mr. Stephens identified this
error and filed an amended report covering the transaction on February
10, 1996.
INDEPENDENT PUBLIC ACCOUNTANTS
Consistent with past practice, the Board of Directors has
determined to defer the selection of independent public accountants to
audit the consolidated financial statements of the First Commerce for
the current year ending December 31, 1997 until the latter part of
1997. Carter, Belcourt & Atkinson, P.A. has served as independent
public accountants for the First Commerce and the Bank since 1994. A
representative of Carter, Belcourt & Atkinson, P.A. is expected to be
present at the 1997 Annual Meeting and will have the opportunity to
make a statement if he or she so desires and respond to appropriate
questions.
11
<PAGE> 15
OTHER INFORMATION
PROXY SOLICITATION
The cost of soliciting proxies for the 1997 Annual Meeting will
be paid by First Commerce. In addition to solicitation by use of the
mail, proxies may be solicited by directors, officers, and employees
of First Commerce in person or by telephone, telegram or other means
of communication. Such directors, officers and employees will not be
additionally compensated, but may be reimbursed for out-of-pocket
expenses incurred in connection with such solicitation. Arrangements
also will be made to furnish copies of proxy materials to custodians,
nominees, fiduciaries and brokerage houses for forwarding to
beneficial owners of First Commerce Common Stock. Such persons will
be paid for reasonable expenses incurred in connection with such
services.
MISCELLANEOUS
Management of First Commerce does not know of any matters to be
brought before the 1997 Annual Meeting other than those described in
this Proxy Statement. If any other matters properly come before the
1997 Annual Meeting, the persons named as proxies in the enclosed form
of proxy and acting thereunder will vote on such matters in accordance
with the recommendation of the Board of Directors.
Upon the written request of any person whose proxy is solicited
by this Proxy Statement, the First Commerce will furnish to such
person without charge (other than for exhibits) a copy of the First
Commerce's Annual Report on Form 10-K for its fiscal year ended
December 31, 1996, including financial statements and schedules
thereto, as filed with the Securities and Exchange Commission.
Written requests may be made to First Commerce Banks of Florida, Inc.,
141 Central Avenue East, Winter Haven, Florida 33880, Attention: J.
Jeffrey Seale.
12
<PAGE> 16
APPENDIX
PROXY CARD
REVOCABLE PROXY
FIRST COMMERCE BANKS OF FLORIDA, INC.
PROXY SOLICITED BY AND ON BEHALF OF THE BOARD OF DIRECTORS FOR
THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 21, 1997.
The undersigned hereby appoints JEANETTE DEAN and DONNA L.
WILSON, or either of them with individual power of substitution,
proxies to vote all shares of the Common Stock of First Commerce Banks
of Florida, Inc. ("First Commerce") which the undersigned may be
entitled to vote at the Annual Meeting of Shareholders to be held at
the main office of First Commerce Bank of Polk County, 141 Central
Avenue East, Winter Haven, Florida 33880, on Monday, April 21, 1997,
at 4:00 P.M., and at any adjournment or postponement thereof.
SAID PROXIES WILL VOTE ON THE PROPOSALS SET FORTH IN THE NOTICE
OF ANNUAL MEETING AND PROXY STATEMENT AS SPECIFIED ON THIS CARD. IF A
VOTE IS NOT SPECIFIED, SAID PROXIES WILL VOTE IN FAVOR OF THE ELECTION
OF THE EIGHT DIRECTORS LISTED BELOW. IF ANY OTHER MATTERS PROPERLY
COME BEFORE THE ANNUAL MEETING, SAID PROXIES WILL VOTE ON SUCH MATTERS
IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR:
1. ELECTION OF DIRECTORS
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
--- ------- -------
<S> <C> <C> <C>
/ / / / / / Jack P. Brandon
/ / / / / / Herbert O. Gingrich
/ / / / / / Jerry D. Miller
/ / / / / / Donald K. Stephens
/ / / / / / Robert W. Stickler, Jr.
/ / / / / / Brian K. Swain
/ / / / / / Robert C. Turner
/ / / / / / Don E. Ingram
</TABLE>
<PAGE> 17
PLEASE MARK, SIGN BELOW, DATE AND
RETURN THIS PROXY PROMPTLY IN
THE ENVELOPE FURNISHED.
PLEASE SIGN EXACTLY AS NAME APPEARS
BELOW. WHEN SHARES ARE HELD
BY JOINT TENANTS, BOTH SHOULD
SIGN. WHEN SIGNING AS
ATTORNEY, EXECUTOR,
ADMINISTRATOR, TRUSTEE OR
GUARDIAN, PLEASE GIVE FULL
TITLE AS SUCH. IF A
CORPORATION, PLEASE SIGN IN
FULL CORPORATE NAME BY
PRESIDENT OR OTHER AUTHORIZED
OFFICER. IF A PARTNERSHIP,
PLEASE SIGN IN PARTNERSHIP
NAME BY AUTHORIZED PERSON.
SHARES _______________
DATED _______ ___, 1997
___________________________________
SIGNATURE
___________________________________
SIGNATURE IF HELD JOINTLY
___________________________________
PLEASE PRINT OR TYPE YOUR NAME
/ / Please mark here if you intend to attend the 1997 Annual
Meeting of Shareholders.
PLEASE RETURN YOUR SIGNED PROXY TO:
FIRST COMMERCE BANKS OF FLORIDA, INC.
141 CENTRAL AVENUE EAST
WINTER HAVEN, FLORIDA 33880
ATTN: J. JEFFREY SEALE, SECRETARY
2
