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FILED PURSUANT TO
RULE 424(b)(3)
FILE NO: 33-53587
PROSPECTUS
278,791 SHARES
NATIONAL COMMERCE BANCORPORATION
COMMON STOCK
National Commerce Bancorporation ("NCBC" or the "Company") is a Tennessee
corporation that provides retail and commercial banking and investment services
through its wholly owned subsidiaries. This Prospectus relates to up to 278,791
shares (the "Shares") of NCBC's Common Stock, $2.00 par value per share (the
"Common Stock"), that may be offered and sold by certain current shareholders of
the Company (the "Selling Shareholders"). The Company will not receive any
proceeds from the sale of the Shares offered hereby.
Each of the Selling Shareholders has acquired their Shares as the result of
an acquisition by NCBC. The sale or distribution of all or any portion of the
Shares offered hereby may be effected from time to time by the Selling
Stockholders directly, indirectly though brokers or dealers or in a distribution
by one or more underwriters on a firm commitment or best efforts basis, on The
NASDAQ Stock Market, in the over-the-counter market, on any national securities
exchange on which shares of the Common Stock are listed or traded, in privately
negotiated transactions or otherwise, at market prices prevailing at the time of
sale, at prices related to such prevailing market prices or at negotiated
prices. To the extent required, the names of any agent or broker-dealer and
applicable commissions or discounts and any other required information with
respect to any particular offer will be set forth in an accompanying Prospectus
Supplement. See "Plan of Distribution." The Selling Stockholders reserve the
sole right to accept or reject, in whole or in part, any proposed purchase of
the Shares to be made directly or through agents.
The Selling Stockholders and any agents or broker-dealers that participate
with the Selling Stockholders in the distribution of the Shares may be deemed to
be "underwriters" within the meaning of the Securities Act of 1933, as amended
(the "Securities Act"), and any commissions received by them and any profit on
the resale of the Shares may be deemed to be underwriting commissions or
discounts under the Securities Act.
On April 22, 1998, the Company announced a 2-for-1 stock split, effective
as of July 1, 1998, for shares held of record on June 5, 1998. The number of
shares of Common Stock in this Prospectus has not been adjusted to reflect such
stock split.
The Common Stock is listed on The Nasdaq Stock Market under the symbol
"NCBC." On June 5, 1998, the last reported sales price of the Common Stock, as
reported on The Nasdaq Stock Market was $42.563.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
The date of this Prospectus is June 5, 1998.
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AVAILABLE INFORMATION
National Commerce Bancorporation ("NCBC") is subject to the informational
requirements of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and, in accordance therewith, files reports, proxy statements and other
information with the Securities and Exchange Commission (the "Commission").
Copies of such material can be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, at
prescribed rates. In addition, such reports, proxy statements and other
information can be inspected and copied at the public reference facilities
referred to above and at Regional Offices of the Commission located at the
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661,
and Seven World Trade Center, 13th Floor, New York, New York 10048 and on the
Commission's web site at http://www.sec.gov. The Common Stock is listed on The
Nasdaq Stock Market's National Market System and such reports, proxy and
information statements and other information concerning NCBC can be inspected
and copied at The Nasdaq Stock Market, 1735 K Street, N.W., Washington, D.C.
20006-1506.
NCBC has filed with the Commission a registration statement on Form S-3
(herein, together with all amendments and exhibits thereto, referred to as the
"Registration Statement") under the Securities Act. This Prospectus does not
contain all of the information set forth in the Registration Statement, certain
parts of which are omitted in accordance with the rules and regulations of the
Commission. For further information, reference is hereby made to the
Registration Statement. Statements contained in this Prospectus as to the
contents of any contract or other document referred to are not necessarily
complete and in each instance reference is made to the copy of such contract or
document filed as an exhibit to the Registration Statement, each such statement
being qualified in all respects by such reference.
This Prospectus incorporates documents by reference which are not presented
herein or delivered herewith. These documents are available, upon written or
oral request, from Lewis E. Holland, Executive Vice President and Chief
Financial Officer, National Commerce Bancorporation, One Commerce Square,
Memphis, Tennessee 38150; Telephone No. (901) 523-3242.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission (File No. 0-6094) are
incorporated by reference into this Prospectus: (i) NCBC's Annual Report on
Form 10-K for the fiscal year ended December 31, 1997; (ii) NCBC's Quarterly
Report on Form 10-Q for the quarter ended March 31, 1998; and (iii) NCBC's
Registration Statement on Form S-8 (File No. 33-38552) filed with the Securities
and Exchange Commission on January 11, 1991, which provides a description of the
Shares to be registered pursuant to this Prospectus.
All documents filed by NCBC pursuant to Section 13(a), 13(c), 14 or 15(d)
of the Exchange Act subsequent to the date of this Prospectus shall be deemed to
be incorporated by reference into this Prospectus. Any statement contained in a
document incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained in this Prospectus, or in any other subsequently filed document which
is also incorporated herein by reference, modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed to constitute a
part of this Prospectus except as so modified or superseded.
This Prospectus incorporates by reference certain "forward-looking
statements." Those statements include, among other things, the discussions of
NCBC's business strategy and expectations concerning NCBC's position in the
industry, future operations, margins, profitability, liquidity and capital
resources. All these forward-looking statements are based on estimates and
assumptions made by NCBC's management that, although believed to be reasonable,
are inherently uncertain. Therefore, undue reliance should not be placed upon
such statements and estimates. No assurance can be given that any of such
estimates or statements will be realized, and it is likely that actual results
may differ materially from those contemplated by such forward-looking
statements. In light of these and other uncertainties, the inclusion of a
forward-looking statement herein should not be regarded as a representation by
NCBC that NCBC's plans and objectives will be achieved.
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THE COMPANY
National Commerce Bancorporation ("NCBC" or the "Company") is a registered
bank holding company and owns National Bank of Commerce; Nashville Bank of
Commerce; NBC Bank, F.S.B. (Knoxville); NBC Bank, F.S.B. (Roanoke) and 49
percent of First Market Bank, F.S.B. (Richmond). At present, the Company
provides its financial institutions with financial advice and counsel and
performs the record-keeping functions necessary to comply with accounting and
regulatory requirements. In addition, the Company owns National Commerce Bank
Services, Inc., which provides in-store bank consulting services; Commerce
General Corporation and NBC Capital Markets Group, Inc., which provide data
processing and broker-dealer services, respectively; NBC Insurance Services,
Inc., a consumer insurance subsidiary; Commerce Capital Management, Inc. and
Brooks, Montague & Associates, Inc., which provide investment advisory services;
Commerce Finance Company, a consumer finance subsidiary; TransPlantinum Service
Corp., a provider of electronic payment systems, data processing and card
services; Kenesaw Leasing, Inc. and J&S Leasing, Inc., both equipment leasing
firms; and USI Alliance Corp., a lockbox leasing company.
NCBC, a Tennessee corporation, was formed in February 1966 as a Tennessee
financial corporation. The corporate name was changed in 1970, and the present
name was adopted in May 1978. NCBC common stock, par value $2.00 per share (the
"Common Stock"), is traded on The Nasdaq Stock Market's National Market System
under the symbol "NCBC." Unless the context otherwise requires, references to
NCBC and the Company include National Commerce Bancorporation and its
subsidiaries. NCBC's principal executive offices are located at One Commerce
Square, Memphis, Tennessee 38150, and its telephone number is (901) 523-3242.
The Company is filing this Prospectus to register up to 278,791 shares (the
"Shares") of Common Stock currently held by certain shareholders of the Company
(the "Selling Shareholders"). The Selling Shareholders may sell the Shares from
time to time in transactions on The Nasdaq Stock Market's National Market System
or otherwise. See "Plan of Distribution."
USE OF PROCEEDS
The proceeds from the Selling Shareholders' Shares will belong to the
Selling Shareholders. The Company will not receive any of the proceeds from the
sale of the Shares and is registering the Shares solely for the purpose of
fulfilling its contractual obligations to the Selling Shareholders.
SELLING SHAREHOLDERS
The following table sets forth certain information with respect to the
ownership of the Shares as of March 6, 1998, and as adjusted to reflect the sale
of the Shares offered hereby, by the Selling Shareholders. Each Selling
Stockholder has sole voting and investment power with respect to the Shares
owned by it.
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<TABLE>
<CAPTION>
OWNERSHIP OF COMMON OWNERSHIP OF COMMON STOCK
STOCK BEFORE THE OFFERING AFTER THE OFFERING
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NUMBER OF
NUMBER OF SHARES BEING NUMBER OF
NAME SHARES PERCENT OFFERED(1) SHARES PERCENT
- ---- ------------ -------------- --------------- -------------- -------------
<S> <C> <C> <C> <C> <C>
James R. Williford 60,308 .12% 60,308 0 --
Laurie B. Walthol 2,137 .004 2,137 0 --
First Citizens Banchares 42,644 .09 42,644 0 --
Employee Stock Ownership
Plan
Frank A. Fogleman and 836 .002 836 0 --
Gail T. Fogleman
Franklin L. Fogleman 7,527 .01 7,527 0 --
Robert Felton or Marie 650 .001 650 0 --
Felton
Forrest N. Jenkins 164,689 .33 164,689 0 --
</TABLE>
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(1) Assumes that all Shares being registered are sold.
On January 29, 1998, the Company acquired all the issued and outstanding
shares of common stock of First Citizens Bancshares Company, an Arkansas
corporation ("First Citizens"), pursuant to that certain Agreement and Plan of
Reorganization, dated as of November 5, 1997 (the "Merger Agreement"), by and
among NCBC, First Citizens and National Commerce Community Bancorp, Inc., an
Arkansas corporation and a wholly-owned subsidiary of the Company. Each of the
Selling Shareholders was a stockholder of First Citizens prior to the
acquisition of First Citizens by the Company. Pursuant to the Merger Agreement,
the shares of First Citizens common stock owned by the Selling Shareholders were
converted into the Shares.
Mr. Jenkins, who was Chairman and Chief Executive Officer of First
Citizens, will be an officer of National Bank of Commerce. Mr. Jenkins entered
into employment and non-competition agreements with the Company upon the
consummation of the acquisition of First Citizens by the Company. Mr. Williford
also entered into a non-competition agreement with the Company upon the
consummation of such acquisition
PLAN OF DISTRIBUTION
The sale or distribution of all or any portion of the Shares may be
effected from time to time by the Selling Shareholders directly, indirectly
through brokers or dealers or in a distribution by one or more underwriters on a
firm commitment or best efforts basis, on The NASDAQ Stock Market, in the over-
the-counter market, on any national securities exchange on which shares of the
Common Stock are listed or traded, in privately negotiated transactions or
otherwise, at market prices prevailing at the time of sale, at prices related to
such prevailing market prices or at negotiated prices.
The methods by which the Shares may be sold or distributed include, without
limitation, (i) a block trade (which may involve crosses) in which the broker or
dealer so engaged will attempt to sell the Shares as agent but may position and
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resell a portion of the block as principal to facilitate the transaction, (ii)
purchases by a broker or dealer as principal and resale by such broker or dealer
for its account pursuant to this Prospectus, (iii) exchange distributions and/or
secondary distributions in accordance with the rules of The NASDAQ Stock Market,
(iv) ordinary brokerage transactions and transactions in which the broker
solicits purchasers, and (v) privately negotiated transactions. The Selling
Shareholders may from time to time deliver all or a portion of the Shares to
cover a short sale or upon the exercise, settlement or closing of a call
equivalent position or a put equivalent position. The Shares may be sold from
time to time at varying prices determined at the time of sale or at negotiated
prices.
At the time a particular offer is made, a Prospectus Supplement, if
required, will be distributed that sets forth the name or names of agents,
broker-dealers or underwriters, any commissions and other terms constituting
compensation and any other required information. In effecting sales, broker-
dealers engaged by the Selling Shareholders and/or the purchasers of the Shares
may arrange for other broker-dealers to participate. Broker-dealers will
receive commissions, concessions or discounts from the Selling Shareholders
and/or the purchasers of the Shares in amounts to be negotiated prior to the
sale. Sales will be made only through broker-dealers registered as such in a
subject jurisdiction or in transactions exempt from such registration. As of
the date of this Prospectus, there are no selling arrangements between the
Selling Shareholders and any broker or dealer.
In offering the Shares, the Selling Shareholders and any brokers, dealers
or agents who participate in a sale of the Shares by the Selling Shareholders
may be considered "underwriters" within the meaning of Section 2(11) of the 1933
Act, and any profits realized by the Selling Shareholders and the compensation
of any broker/dealers may be deemed to be underwriting discounts and
commissions.
The Company has filed the Registration Statement, of which this Prospectus
forms a part, with respect to the sale of the Shares to fulfil certain
contractual obligations to the Selling Shareholders. The Company has agreed to
keep the Registration Statement effective on a continuous basis until such time
as the Shares are eligible for resale pursuant to Rule 144 under the Securities
Act, subject to certain extensions.
Shares not sold pursuant to the Registration Statement of which this
Prospectus is a part may be subject to certain restrictions under the Securities
Act and could be sold, if at all, only pursuant to Rule 144 under the Securities
Act or another exemption from the registration requirements of the Securities
Act. In general, under Rule 144, a person (or persons whose Shares are
aggregated) who has satisfied a one-year holding period may, under certain
circumstances, sell within any three-month period a number of Shares which does
not exceed the greater of one percent of the Company's outstanding Common Stock
or the average weekly reported trading volume of the Company's Common Stock
during the four calendar weeks prior to such sale. Rule 144 also permits, under
certain circumstances, the sale of Shares by a person who is not an affiliate of
the Company and who has satisfied a two-year holding period without volume
limitation. Therefore, both during and after the effectiveness of the
Registration Statement, sales of the Shares may be made by the Selling
Shareholders pursuant to Rule 144.
The Company will not receive any of the proceeds from the sale of the
Shares by the Selling Shareholders. The Company will bear the costs of
registering the Shares under the Securities Act, including the registration fee
under the Securities Act, its legal and accounting fees and any printing fees.
The Selling Shareholders will bear the cost of underwriting commissions and/or
discounts, if any, and selling commissions.
Underwriters, brokers, dealers or agents may be entitled, under agreements
with the Company, to indemnification against the contribution toward certain
civil liabilities, including liabilities under the Securities Act in connection
with the registration of the Shares.
EXPERTS
The consolidated financial statements of National Commerce Bancorporation,
incorporated by reference herein from National Commerce Bancorporation's Annual
Report on Form 10-K for the year ended December 31, 1997, have been audited by
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Ernst & Young LLP, independent auditors, as set forth in their report thereon
included therein and incorporated herein by reference. Such consolidated
financial statements are incorporated herein by reference in reliance upon such
report given upon the authority of such firm as experts in accounting and
auditing.
LEGAL OPINIONS
The validity of the Common Stock being offered hereby has been passed upon
for the Company by King & Spalding, Atlanta, Georgia.
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NO PERSON HAS BEEN AUTHORIZED IN CONNECTION WITH THE OFFERING MADE HEREBY
TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY NCBC OR THE SELLING SHAREHOLDERS. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO
BUY ANY OF THE SECURITIES OFFERED HEREBY IN ANY JURISDICTION IN WHICH IT IS
UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE
ANY IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO THE DATE HEREOF.
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TABLE OF CONTENTS
Page
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Available Information 2
Incorporation of Certain Documents by Reference 2
The Company 3
Use of Proceeds 3
Selling Shareholders 3
Plan of Distribution 4
Experts 5
Legal Opinions 6
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278,791
Shares
NATIONAL COMMERCE
BANCORPORATION
COMMON STOCK
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PROSPECTUS
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June 5, 1998
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