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FILED PURSUANT TO
RULE 424 (b) (3)
FILE NO. 333-30746
PIEDMONT BANCORP, INC.
Supplement to Proxy Statement dated March 1, 2000
NATIONAL COMMERCE BANCORPORATION
Prospectus Supplement to Prospectus dated March 1, 2000
This document is furnished to you as a supplement to the Proxy
Statement/Prospectus provided you on or about March 3, 2000 in connection with
the proposed merger of Piedmont Bancorp, Inc. into National Commerce
Bancorporation and the special meeting of shareholders of Piedmont to be held
March 31, 2000 to approve such merger. The purpose of this document is to
provide you with additional information relating to NCBC and the merger that you
might consider important in determining how to vote your shares of Piedmont
common stock on the proposed merger at the special meeting.
On March 20, 2000, NCBC announced that it had entered into a definitive
agreement to merge with CCB Financial Corporation. CCB, based in Durham, North
Carolina, is an $8.2 billion asset New York Stock Exchange-listed bank holding
company which operates 208 branches in North Carolina and South Carolina. CCB's
Trust and Investment Management division has 16 offices in North and South
Carolina, Virginia and Florida. You may find additional information about CCB
on its Web site at http://www.ccbonline.com. The information and other content
contained on CCB's website is not a part of this Proxy Statement/Prospectus.
The following table sets forth certain summary pro forma financial
information for NCBC as if the NCBC/CCB merger had occurred on January 1, 1997.
Pro forma information is not indicative of future financial performance.
<TABLE>
<CAPTION>
1997 1998 1999
-------------------- --------------------- --------------------------
(Dollars in thousands, except per share data)
<S> <C> <C> <C>
Total assets $12,051,493 $13,830,644 $14,992,471
Deposits $ 9,429,099 $10,654,750 $11,212,925
Net interest income $ 472,171 $ 525,760 $ 568,590
Net income $ 167,878 $ 209,232 $ 258,057/(1)/
Earnings per share-basic $ .83 $ 1.03 $ 1.26/(1)/
Earnings per share-diluted $ .81 $ 1.01 $ 1.24/(1)/
</TABLE>
/(1)/ Includes a net of $31 million of non-recurring pre-tax income ($19
million after tax) related to a $33 million pre-tax gain on the sale of
credit card receivables and $2 million for non-recurring pre-tax merger
related expenses. Pro forma 1999 earnings per share-diluted would have
been approximately $1.15 excluding the non-recurring items.
Under the CCB merger agreement, CCB shareholders will receive 2.45 shares
of NCBC common stock for each share of CCB common stock they own. The merger is
intended to be a tax-free reorganization for federal income tax purposes and is
intended to be accounted for as a pooling-of-interests.
Based on the closing price of the NCBC common stock on the Nasdaq Stock
Market's National Market on March 17, 2000, the transaction value per share of
CCB common stock is $48.23, a premium of approximately 25% over the closing
price of the CCB common stock on the New York Stock Exchange on March 17, 2000.
At the 2.45 exchange ratio, and based on the number of shares of CCB and NCBC
currently outstanding, if the merger is completed CCB shareholders will own
approximately 47% of the outstanding common stock of the combined company, while
NCBC shareholders will own approximately 53%.
The combined company will retain the name "National Commerce
Bancorporation" and will be headquartered in NCBC's corporate headquarters in
Memphis, Tennessee. The operations headquarters of the combined company will be
in Durham, North Carolina. The combined company expects to operate under the
CCB brand name in the Carolinas and under the NCBC brand names in all markets
outside the Carolinas.
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The Board of Directors of the combined company will consist of 20 members.
Initially, 10 members will be historical NCBC directors and 10 members will be
historical CCB directors. For a period of two years following consummation of
the merger, vacancies on the Board of Directors will be filled so as to preserve
the equal representation.
Thomas M. Garrott, chairman and chief executive officer of NCBC, will be
the chairman of the board of directors and chairman of the executive committee
of the combined company. Ernest C. Roessler, chairman and chief executive
officer of CCB, will be the president and chief executive officer of the
combined company. Messrs. Garrott and Roessler will co-head the transition team
that will manage the integration of the companies. Other senior managers will
include:
<TABLE>
<CAPTION>
Name Current Position New Position
- ----------------------- ---------------------------------- -----------------------------
<S> <C> <C>
William R. Reed, Jr. Vice Chairman - NCBC Chief Operating Officer
Sheldon M. Fox Chief Financial Officer - CCB Chief Financial Officer
J. Scott Edwards Executive Vice President - CCB Chief Administrative Officer
Lewis E. Holland Chief Financial Officer - NCBC President of Financial
Enterprises
David T. Popwell Executive Vice President - NCBC Executive Vice President for
Mergers and Acquisitions
Richard L. Furr Executive Vice President - CCB President of Carolina,
Virginia and West Virginia
Banks
</TABLE>
The senior management of each of CCB and NCBC believes that the combined
company, including the Piedmont locations, will have the largest deposit market
share of any bank in the Research Triangle area of North Carolina and will be
among the top three in terms of deposits in the Triad area of North Carolina,
consisting of Winston-Salem, High Point and Greensboro, and in Memphis,
Tennessee. They believe that the business model of the combined company will
provide increased geographic and revenue diversification. Both institutions are
ranked by U.S. Banker magazine as being among the top ten performing banks in
the country. NCBC's core competency is in retail banking, particularly in-store
supermarket banking. CCB's core competency is high growth commercial banking.
Both institutions have diversified into non-bank businesses that diversify
revenues and enhance earnings growth.
The companies have estimated that following the merger they will reduce
operating expenses by approximately $50 million, representing approximately 12%
of their combined operating expenses. NCBC and CCB senior management believe
that because of their contiguous geographic franchises, merger integration risk
will be mitigated.
The merger was unanimously approved by the Boards of Directors of both NCBC
and CCB. The merger is conditioned upon standard regulatory approvals and
approval by the shareholders of both companies. Management of the companies
expects the merger to close in the third quarter of 2000.
Your vote continues to be important. A new proxy card is provided with
this supplement for your use if you desire to change your vote. If you have
already voted, you may change your vote by returning the new proxy card in the
enclosed postage prepaid envelope. In order to change your vote, your new proxy
card must be received prior to the time your existing proxy is exercised at the
Piedmont special meeting scheduled for 9:00 a.m. on March 31, 2000. If your
shares are held in "street name" and you have already instructed your broker how
to vote, you may change your vote by following the instructions of your broker.
If you have voted and don't change your vote in accordance with these
instructions, then your vote as originally cast will be counted. You may obtain
additional information about the process of changing your vote or submitting a
new proxy card by contacting Regan & Associates, Inc., Piedmont's proxy
solicitation firm, at 1-800-737-3426.
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Piedmont's Board of Directors continues to believe that the merger is in
the best interests of its shareholders and continues to unanimously recommend
voting FOR approval of the merger agreement between Piedmont and NCBC and the
transactions provided for in the merger agreement.
This supplement to the proxy statement/prospectus is dated March 23, 2000
and was mailed to Piedmont shareholders on or about March 23, 2000.
FORWARD-LOOKING STATEMENTS
The Private Securities Litigation Reform Act of 1995 provides a safe harbor
for forward-looking statements made by or on behalf of NCBC or Piedmont. All
statements in this supplement to proxy statement/prospectus and the documents
incorporated by reference to the proxy statement/prospectus that are not
historical facts or that express expectations and projections with respect to
future matters are "forward-looking statements" for the purpose of the safe
harbor provided by the Reform Act. We caution readers that such "forward-
looking statements," including, without limitation, those relating to future
business initiatives and prospects, revenues, working capital, liquidity,
capital needs, interest costs and income, wherever they occur in this document
or in other statements attributable to NCBC, Piedmont or both NCBC and Piedmont,
are necessarily estimates reflecting the best judgment of NCBC or Piedmont.
Such statements involve a number of risks and uncertainties that could cause
actual results to differ materially from those suggested by the "forward-looking
statements." "Forward-looking statements" should, therefore, be considered in
light of various important factors, including those set forth in this supplement
to proxy statement/prospectus. Important factors currently known to management
of NCBC or Piedmont that could cause actual results to differ materially from
those in "forward-looking statements" include significant fluctuations in
interest rates, inflation, economic recession, economic conditions in the
markets served by NCBC, CCB and Piedmont, significant changes in the federal and
state legal and regulatory environment, significant under-performance in NCBC's,
CCB's or Piedmont's portfolio of outstanding loans, competition in NCBC's, CCB's
and Piedmont's markets, inability to complete the proposed merger of CCB into
NCBC, inability to achieve a significant reduction in operating expenses after
the merger of CCB into NCBC, and an inability to successfully integrate CCB and
NCBC. Other factors set forth from time to time in NCBC's and Piedmont's filings
with the SEC should also be considered. NCBC and Piedmont undertake no
obligation to update or revise "forward-looking statements" to reflect changed
assumptions, the occurrence of unanticipated events or changes to future
operating results over time.
INCORPORATION OF DOCUMENTS FILED WITH THE SEC
The SEC allows NCBC and Piedmont to "incorporate by reference" in this
supplement to proxy statement/prospectus the information each company files with
the SEC, which means:
. incorporated documents are considered part of this supplement to proxy
statement/prospectus;
. NCBC and Piedmont can disclose important information to you by
referring you to those documents; and
. information that NCBC and Piedmont file with the SEC will
automatically update and supersede the information in this supplement
to proxy statement/prospectus and information that was previously
incorporated.
NCBC incorporates by reference the documents listed below which were filed
with the SEC under the Exchange Act:
(1) NCBC's Annual Report on Form 10-K for the year ended December 31,
1998, filed on March 26, 1999;
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(2) NCBC's Quarterly Reports on Form 10-Q for the quarter ended March 31,
1999, filed on May 7, 1999, for the quarter ended June 30, 1999, filed
on August 13, 1999, and for the quarter ended September 30, 1999,
filed on November 9, 1999; and
(3) NCBC's Current Report on Form 8-K filed on March 21, 2000; and
(4) The description of NCBC Common Stock contained in the Registration
Statement on Form S-8 (Registration No. 33-38552), filed on January
11, 1991.
Piedmont incorporates by reference the documents listed below which
were filed with the SEC under the Exchange Act:
(1) Piedmont's Annual Report on Form 10-K for the year ended June 30,
1999, filed on September 28, 1999;
(2) Piedmont's Quarterly Reports on Form 10-Q for the quarter ended
September 30, 1999, filed on November 15, 1999 and for the quarter
ended December 31, 1999, filed on February 14, 2000; and
(3) Piedmont's Current Report on Form 8-K filed on February 11, 2000.
(4) The following sections of Piedmont's 1999 Annual Report to
Shareholders which accompanied the proxy statement/prospectus:
"Selected Financial Data" on page 2; "Management's Discussion and
Analysis" on pages 7 through 22 and "Quarterly Financial Data
(Unaudited)" on page 44.
NCBC also incorporates by reference each of the following documents
that it will file between the date of this document and the date of the special
meeting:
. Reports filed under Section 13(a) and (c) of the Exchange Act;
. Definitive proxy or information statements filed under Section 14 of
the Exchange Act in connection with any subsequent shareholders
meeting; and
. Any reports filed under Section 15(d) of the Exchange Act.
This supplement proxy statement/prospectus incorporates certain NCBC
and Piedmont documents by reference which are not presented herein or delivered
herewith. Copies of the documents (other than exhibits to the documents, unless
the exhibits are specifically incorporated by reference into such documents) are
available without charge to any person, including any beneficial owner, to whom
this proxy statement/prospectus is delivered, upon written or oral request, with
respect to documents that relate to NCBC, from Lewis E. Holland, Vice Chairman,
Treasurer and Chief Financial Officer, National Commerce Bancorporation, One
Commerce Square, Memphis, Tennessee 38150; Telephone No. (901) 523-3242, and,
with respect to documents that relate to Piedmont, from Thomas W. Wayne,
Treasurer, Vice President and Chief Financial Officer, Piedmont Bancorp, Inc.,
260 South Churton Street, Hillsborough, North Carolina, 27278-2507; Telephone
No. (919) 732-2143.
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