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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Rule 13d-(101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(AMENDMENT NO. 1)
NATIONAL COMMERCE BANCORPORATION
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(NAME OF ISSUER)
Common
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(TITLE OF CLASS OF SECURITIES)
635449101
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(CUSIP NUMBER)
Michael A. Robinson, Esquire
Glankler Brown, PLLC, 1700 One Commerce Sq., Memphis, TN 38103
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
December 1997
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(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1 (b)(3) or (4), check the following
box [ ].
Check the following box if a fee is being paid with the statement [ ].
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1 (a) for other
parties to whom copies are to be sent.
The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
(continued on following pages)
(Page 1 of 6 Pages)
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CUSIP No. 635449101 13D Page 2 of 6 Pages
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(1) Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Peggy W. Canale
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(2) Check the Appropriate Box if a Member of a Group* (a) [ ]
N/A (b) [ ]
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(3) SEC Use Only
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(4) SOURCE OF FUNDS*
Acquired through inheritance from estate of spouse.
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
N/A
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(6) Citizenship or Place of Organization
U.S.
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(7) Sole Voting Power
Number of 34,532
Shares --------------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by
Each --------------------------------------------------------
Reporting (9) Sole Dispositive Power
Person With 34,532
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(10) Shared Dispositive Power
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
34,532
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(12) Check Box if Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
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(13) Percent of Class Represented by Amount in Row (11)
Less than 1%
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(14) Type of Reporting Person*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 635449101 13D Page 3 of 6 Pages
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(1) Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
D. Canale & Co.
62-0148650
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(2) Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [ ]
N/A
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(3) SEC Use Only
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(4) SOURCE OF FUNDS*
Working Capital (personal holding company of John D. Canale,
deceased)
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
N/A
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(6) Citizenship or Place of Organization
Delaware corporation
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(7) Sole Voting Power
Number of 2,620,916 (adjusted for 2-for-1 split 5/97)
Shares --------------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by
Each --------------------------------------------------------
Reporting (9) Sole Dispositive Power
Person With 2,620,916
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(10) Shared Dispositive Power
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
2,620,916
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(12) Check Box if Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
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(13) Percent of Class Represented by Amount in Row (11)
5.37%
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(14) Type of Reporting Person*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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13D Continued Page 4 of 6
Cusip No. 635449101
National Commerce Bancorporation
ITEM 1. SECURITY AND ISSUER
The title of the class of equity securities to which this statement
relates is common stock.
The name and address of the principal executive offices of the issuer of
such securities is:
National Commerce Bancorporation
One Commerce Square
Memphis, Tennessee 38150
ITEM 2. IDENTITY AND BACKGROUND
(a) D. Canale & Co. (a) Peggy W. Canale
(b) 7 Georgia Avenue, West (b) c/o 7 Georgia Avenue, West
Memphis, Tennessee 38103 Memphis, Tennessee 38103
(c) Holding Company (c) Chairman of the Board
D. Canale & Co. D. Canale & Co.
7 Georgia Avenue, West 7 Georgia Avenue, West
Memphis, Tennessee 38103 Memphis, Tennessee 38103
(d) The Reporting Person has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
(e) The Reporting Person has not, during the last five years, been a
party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was
or is subject to a judgment decree, or final order enjoining
future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) Delaware Corporation, U.S.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
D. Canale & Co. is the registered owner of the securities identified on
Schedule 13D, page 3 of 6, having held such shares for several years,
purchasing same from working capital. Peggy W. Canale became the majority
shareholder and Chairman of the Board of D. Canale
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13D Continued Page 5 of 6
Cusip No. 635449101
National Commerce Bancorporation
& Co. and "acquired" such shares as a result of the death in February
1996 of her spouse John D. Canale, Jr., pursuant to the terms of the
decedent's Last Will and Testament. Therefore, Mrs. Canale's acquisition
was by way of inheritance as opposed to a "purchase."
In December of 1997, Peggy W. Canale made a charitable contribution of
forty-nine (49%) of the common capital stock of D. Canale & Co. to a
501(c)(3) organization which was subsequently redeemed by the Company.
Additionally, Mrs. Canale gifted to her grandchildren's trust the
remaining two (2%) percent of her common stock holdings, thereby
divesting herself of any interest in the voting stock of D. Canale & Co.
As a result of Mrs. Canale's transactions, her two sons, John D. Canale
III and Christopher W. Canale, both reporting persons share sole voting
power over the reporting person individually and/or as trustee of their
family trust. This filing is to delete Mrs. Canale as a reporting person.
Mr. John D. Canale III is affiliated as a director of the issuer and Mr.
Christopher W. Canale is a director of the issuer's primary subsidiary,
National Bank of Commerce.
ITEM 4. PURPOSE OF TRANSACTION
The Reporting Person has no plans or proposals which relate to or would
result in any of the actions enumerated in (a) through (j) of this Item 4.
ITEM 5. INTEREST OF SECURITIES OF THE ISSUER
(a) The aggregate number of shares of common stock of the Issuer
beneficially owned by the Reporting Person 2,620,916 (split
adjusted), which shares constitute approximately 5.37% of the
shares outstanding.
Peggy W. Canale is a holder individually of 34,532 (split
adjusted) shares of common stock of the Issuer and prior to
December 1997, held a majority vote of the shares of D. Canale &
Co. with sole power to vote and dispose of the shares of D. Canale
& Co., which with the shares held separately represented a
combined sole voting power of 2,655,448 or 5.44% of the
outstanding class of securities of Issuer. As of December 31,
1997, Mrs. Canale no longer held an interest in the voting
securities of D. Canale & Co. and, therefore, is being deleted as
a reporting person.
(b) The Reporting Person, D. Canale & Co. has sole power to vote and
dispose of the 2,620,916 shares.
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13D Continued Page 6 of 6
Cusip No. 635449101
National Commerce Bancorporation
(c) On February 1996, John D. Canale, Jr. the controlling shareholder
of D. Canale & Co. died, and as a result of the provisions of Mr.
Canale's Last Will and Testament, Peggy W. Canale, the Reporting
Person herein, inherited the majority control of D. Canale & Co.
the holder of the common stock of Issuer. As of December 31, 1997,
Mrs. Canale no longer held a voting interest in D. Canale & Co.
The Schedule 13D filed herein is being filed on behalf of D.
Canale & Co. and to remove Peggy W. Canale as a reporting person.
(d) John D. Canale III and Christopher W. Canale share the right to
receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, such securities held by D. Canale &
Co., the reporting person.
(e) Peggy W. Canale ceased to be the beneficial owner of more than 5%
on December 18, 1997.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
None
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: February 11, 1998 /s/ Peggy W. Canale
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Peggy W. Canale
/s/ D. Canale & Co.
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D. Canale & Co.
By: John D. Canale, III, President
