SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
NATIONAL COMMERCE BANCORPORATION
(Name of Issuer)
$2.00 Par Value Common Stock
(Title of Class of Securities)
635 449 101
(CUSIP NUMBER)
W. Harold Parker, Jr.
Senior Vice President and Controller
CCB Financial Corporation
111 Corcoran Street
Durham, North Carolina 27701
(919) 683-7631
(Name, Address and Telephone Number of Person Authorized to
Receipt Notice and Communications)
March 17, 2000
(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)93) or (4), check the following box ?.
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, as amended
(the "Act"), or otherwise subject to the liabilities of that
section of that Act but shall be subject to all other
provisions of the Act.
CUSIP NO.: 124 875 105
_________________________________________________________________
1) Names of Reporting Persons S.S. or I.R.S. Identification
Nos. of Above Persons:
CCB Financial Corporation, I.R.S. Identification No.:
56-1347849
2) Check the Appropriate Box if a Member of a Group
(a)
(b)
_________________________________________________________________
3) SEC Use Only
_________________________________________________________________
4) Source of Funds WC:00
_________________________________________________________________
5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e): Not Applicable
_________________________________________________________________
6) Citizenship or Place of Organization: North Carolina.
_________________________________________________________________
Number of Shares Beneficially Owned By Each Reporting Person With
7) Sole Voting Power: 21,527,748 shares (16.6% upon
exercise of option).*
_____________________________________________________________
8) Shares Voting Power: -0-
______________________________________________________________
9) Sole Dispositive Power: 21,527,748 shares (16.6%
upon exercise of option).*
_____________________________________________________________
10) Shared Dispositive Power: -0-
_________________________________________________________________
11) Aggregate Amount Beneficially Owned by Each Reporting
Person: 21,527,748
_________________________________________________________________
12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares: Not Applicable.
_________________________________________________________________
13) Percent of Class Represented by Amount in Row (11):
19.9% (16.6% upon exercise of option)
_________________________________________________________________
14) Type of Reporting Person: CO (bank holding company).
_________________________________________________________________
* The shares indicated are purchasable by CCB Financial
Corporation ("CCB") upon exercise of an option granted by
National Commerce Bancorporation ("NCB") to CCB on March 17,
2000, and described in Item 4 of this report ("Option"). Prior
to the exercise of the Option, CCB is not entitled to any rights
as a shareholder of NCB as to the shares covered by the Option.
The Option may only be exercised upon the happening of certain
events referred to in Item 4, none of which has occurred as of
the date hereof. CCB expressly disclaims beneficial ownership of
any of the shares of Common Stock of NCB which are purchasable by
CCB upon exercise of the Option.
The percentage indicated represents the percentage of the
total outstanding shares of Common Stock of NCB as of March 13,
2000, taking into consideration the 21,527,748 shares of NCB
Common Stock that would be issued pursuant to the Option. For
the reasons discussed above, CCB expressly disclaims beneficial
ownership of any of the shares of Common Stock of NCB which are
purchasable by CCB upon exercise of the Option.
Item 1. Security and Issuer
In connection with the proposed merger of CCB Financial
Corporation, a bank holding company headquartered in Durham,
North Carolina ("CCB"), with and into National Commerce
Bancorporation, a bank holding company headquartered in Memphis,
Tennessee ("NCB"), and pursuant to an Agreement and Plan of
Merger, dated March 17, 2000, between CCB and NCB (the
"Agreement"), CCB and NCB entered into a Stock Option Agreement
("Option Agreement") pursuant to which NCB granted CCB an option
(the "Option") to acquire 21,527,748 shares (the "Option Shares")
of NCB's $2.00 par value common stock ("NCB Common Stock") at a
price of $20.3125 per share, subject to adjustment pursuant to
the anti-dilution provisions of the Option Agreement (the
"Purchase Price").
Item 2. Identity and Background
CCB is a bank holding company with its principal offices
located at 111 Corcoran Street, Durham, North Carolina 27701.
Its principal business is the ownership of Central Carolina Bank
and Trust Company, a North Carolina commercial bank whose
principal executive offices are the same as that of CCB ("CCB
Bank"), and American Federal Bank, FSB, a federal savings bank
whose principal offices are located in Greenville, South Carolina
("AFB"). CCB Bank and AFB engaged in the general business of
banking, and activities related thereto, primarily in the States
of North Carolina and South Carolina, with associated activities
conducted through direct or indirect subsidiaries of CCB
incorporated and doing business in Delaware, Virginia and
Florida.
To the best of CCB's knowledge, during the last five years,
neither CCB nor any of its directors or executive officers (each
of whom is set forth on Exhibit A hereto) has been convicted in
any criminal proceedings (excluding traffic violations or similar
misdemeanors) nor has CCB or any of its directors or executive
officers been a party to any civil proceeding of a judicial or
administrative body of competent jurisdiction resulting in 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.
Item 3. Source and Amount of Funds or Other Consideration
It is presently anticipated that shares of NCB Common Stock
as described in Item 4 would be purchased with working capital
funds of CCB.
Item 4. Purpose of Transaction
Pursuant to the Agreement, and in consideration thereof, NCB
issued the Option to CCB to purchase, under certain conditions,
the Option Shares, or any portion thereof, at the Purchase Price.
The Agreement provides, among other things, for the merger
of CCB with and into NCB (the "Merger"). The Merger will be
conducted pursuant to the terms of the Agreement. Upon
consummation of the Merger, which is subject to the approvals of
the shareholders of CCB and NCB, the approval of NCB's
shareholders of the issuance of NCB Common Stock in connection
with the Merger, receipt of required regulatory approvals, and
the satisfaction or waiver of various other terms and conditions,
each share outstanding of CCB Common Stock (excluding shares of
CCB Common Stock held by CCB, NCB, or any of their subsidiaries
(other than shares of CCB Common Stock held in a fiduciary
capacity), shall be converted into and exchanged for 2.45 shares
of NCB Common Stock (subject to possible adjustment in accordance
with the terms of the Agreement, the "Exchange Ratio").
If (i) CCB is not in material breach of the Option Agreement
or the Agreement, and (ii) no injunction against delivery of the
Option Shares is in effect, CCB may exercise the Option in whole
or in part, at any time and from time to time following the
happening of certain events:
(A) (i) NCB or any of its subsidiaries (each an "NCB
Subsidiary"), without having received CCB's prior written
consent, shall have entered into an agreement to engage in an
Acquisition Transaction (as hereinafter defined) with any person
(the term "person" having the meaning assigned thereto in
Sections 3(a)(9) and 13(d)(3) of the Securities Exchange Act of
1934, as amended (the "1934 Act"), and the rules and regulations
thereunder) other than CCB or any CCB Subsidiary or the Board of
Directors of NCB shall have recommended that the shareholders of
NCB approve or accept any Acquisition Transaction. "Acquisition
Transaction" shall mean (w) a merger or consolidation, or any
similar transaction, involving NCB or any NCB Subsidiary that is
a "Significant Subsidiary" (as defined in Rule 1-02 of
Regulation S-X promulgated by the Securities and Exchange
Commission (the "SEC")), (x) a purchase, lease or other
acquisition or assumption of all or a substantial portion of the
assets or deposits of NCB or any Significant Subsidiary of NCB,
(y) a purchase or other acquisition (including by way of merger,
consolidation, share exchange or otherwise) of securities
representing 10% or more of the voting power of NCB, or (z) any
substantially similar transaction; provided, however, that in any
event neither the consummation of the merger of Piedmont Bancorp,
Inc. into NCB (the "Piedmont Merger") nor any merger,
consolidation, purchase or similar transaction involving (A) only
NCB and one or more of the NCB Subsidiaries or involving only any
two or more NCB Subsidiaries, provided that any such transaction
is not entered into in violation of the terms of the Agreement,
or (B) any pending acquisition by NCB disclosed by NCB in its
disclosure schedule delivered to CCB in connection with entering
into the Agreement and consummated pursuant to such disclosed
terms, shall be deemed to be an Acquisition Transaction;
(ii) NCB or any NCB Subsidiary, without having received
CCB's prior written consent, shall have authorized,
recommended, proposed or publicly announced its
intention to authorize, recommend or propose, to engage
in an Acquisition Transaction with any person other
than CCB or a CCB Subsidiary, or the Board of Directors
of NCB shall have publicly withdrawn or modified, or
publicly announced its interest to withdraw or modify,
in any manner adverse to CCB, its recommendation that
the shareholders of NCB approve the transactions
contemplated by the Agreement in anticipation of
engaging in an Acquisition Transaction;
(iii) Any person other than CCB, a CCB Subsidiary
or any NCB Subsidiary acting in a fiduciary capacity in
the ordinary course of its business shall have acquired
beneficial ownership or the right to acquire beneficial
ownership of 10% or more of the outstanding shares of
NCB Common Stock (the term "beneficial ownership"
having the meaning assigned thereto in Section 13(d) of
the 1934 Act, and the rules and regulations
thereunder);
(iv) Any person other than CCB or any CCB Subsidiary
shall have made a bona fide proposal to NCB or its
shareholders by public announcement or written
communication that is or becomes the subject of public
disclosure to engage in an Acquisition Transaction;
(v) After an overture is made by a third party to NCB
or its shareholders to engage in an Acquisition
Transaction, NCB shall have breached any covenant or
obligation contained in the Agreement and such breach
(x) would entitle CCB to terminate the Agreement and
(y) shall not have been cured prior to the date on
which CCB shall give notice to NCB of its intent to
purchase shares of NCB Common Stock under the Option;
(vi) Any person other than CCB or any CCB Subsidiary,
other than in connection with a transaction to which
CCB has given its prior written consent, shall have
filed an application or notice with the Federal Reserve
Board, or other federal or state bank regulatory
authority, which application or notice has been
accepted for processing, for approval to engage in an
Acquisition Transaction (each the foregoing items being
an "Initial Triggering Event"); and
(B) (i) The acquisition by any person of beneficial
ownership of 20% or more of the then outstanding NCB
Common Stock; or
(ii) The occurrence of the Initial Triggering Event
described in item (A)(i) above, except that the
percentage referred to in clause (y) of such item
(A)(i) shall be 20% (each of the foregoing items being
a "Subsequent Triggering Event").
In addition to the foregoing: (a) Immediately prior to the
occurrence of a Repurchase Event (as defined below), (i)
following a request of the holders or holders of the Option
("Holder"), delivered prior to an Exercise Termination Event, NCB
(or any successor thereto) shall repurchase the Option from the
Holder at a price (the "Option Repurchase Price") equal to the
amount by which (A) the Market/Offer Price (as defined below)
exceeds (B) the Option Price, multiplied by the number of shares
for which the Option may then be exercised and (ii) at the
request of the owner of Option Shares from time to time (the
"Owner"), delivered within 90 days of such occurrence (or such
later period as is provided in the Option Agreement), NCB shall
repurchase such number of the Option Shares from the Owner as the
Owner shall designate at a price (the "Option Share Repurchase
Price") equal to the Market/Offer Price multiplied by the number
of Option Shares so designated. The term "Market/Offer Price"
means the highest of (i) the price per share of NCB Common Stock
at which a tender offer or exchange offer therefor has been made,
(ii) the price per share of NCB Common Stock to be paid by any
third party pursuant to an agreement with NCB, (iii) the highest
closing price for shares of NCB Common Stock within the six-month
period immediately preceding the date the Holder gives notice of
the required repurchase of the Option or the Owner gives notice
of the required repurchase of Option Shares, as the case may be,
or (iv) in the event of a sale or all of a substantial portion of
NCB's assets, the sum of the price paid in such sale for such
assets and the current market value of the remaining assets of
NCB as determined by a nationally recognized investment banking
firm selected by the Holder or the Owner, as the case may be, and
reasonably acceptable to NCB, divided by the number of shares of
Common Stock of NCB outstanding at the time of such sale. In
determining the Market/Offer Price, the value of consideration
other than cash shall be determined by a nationally recognized
investment banking firm selected by the Holder or Owner, as the
case may be, and reasonably acceptable to NCB.
(b) The Holder and the Owner, as the case may be, may
exercise its right to require NCB to repurchase the Option and
any Option Shares by surrendering for such purpose to NCB, at its
principal office, a copy of the Option Agreement or certificates
for Option Shares, as applicable, accompanied by a written notice
or notices stating that the Holder or the Owner, as the case may
be, elects to require NCB to repurchase this Option and/or the
Option Shares in accordance with the provisions of the Option
Agreement. Within the latter to occur of (x) five business days
after the surrender of the Option and/or certificates
representing Option Shares and the receipt of such notice or
notices relating thereto and (y) the time that is immediately
prior to the occurrence of a Repurchase Event, NCB shall deliver
or cause to be delivered to the Holder the Option Repurchase
Price and/or to the Owner the Option Share Repurchase Price
thereof, if any, that NCB is not then prohibited under applicable
law and regulation from so delivering.
(c) To the extent that NCB is prohibited under applicable
law or regulation from repurchasing the Option and/or the Option
Shares in full, NCB shall immediately so notify the Holder and/or
the Owner and thereafter deliver or cause to be delivered, from
time to time, to the Holder and/or the Owner, as appropriate, the
portion of the Option Repurchase Price and the Option Share
Repurchase Price, respectively, that it is not so prohibited from
delivering, within five business days after the date on which
Issuer is not so prohibited; provided, however, that if NCB at
any time after delivery of a notice of repurchase as described in
paragraph (b) above is prohibited under applicable law or
regulation from delivering to the Holder and/or the Owner, as
appropriate, the Option Repurchase Price and the Option Share
Repurchase Price, respectively, in full (and NCB has undertaken
in the Option Agreement to use its best efforts to obtain all
required regulatory and legal approvals and to file any required
notices, in each case as promptly as practicable in order to
accomplish such repurchase), the Holder or Owner may revoke its
notice of repurchase of the Option or the Option Shares either in
whole or to the extent of the prohibition, whereupon, in the
latter case, NCB shall promptly (i) deliver to the Holder and/or
the Owner, as appropriate, that portion of the Option Repurchase
Price or the Option Share Repurchase Price that NCB is not
prohibited from delivering; and (ii) deliver, as appropriate,
either (i) to the Holder, a new Option Agreement evidencing the
right of the Holder to purchase that number of shares of NCB
Common Stock obtained by multiplying the number of shares of NCB
Common Stock for which the surrendered Stock Option Agreement was
exercisable at the time of delivery of the notice of repurchase
by a fraction, the numerator of which is the Option Repurchase
Price less the portion thereof theretofore delivered to the
Holder and the denominator of which is the Option Repurchase
Price, or (ii) to the Owner, a certificate for the Option Shares
it is then so prohibited from repurchasing.
(d) A Repurchase Event shall be deemed to have occurred (i)
upon the consummation of any merger, consolidation or similar
transaction involving NCB or any purchase, lease or other
acquisition of all or a substantial portion of the assets of NCB,
other than any such transaction which would not constitute an
Acquisition Transaction or (ii) upon the acquisition by any
person of beneficial ownership of 50% or more of the then
outstanding shares of NCB Common Stock, provided that no such
event shall constitute a Repurchase Event unless a Subsequent
Triggering Event shall have occurred prior to an Exercise
Termination Event. NCB's obligations to repurchase the Option or
Option Shares under the Option Agreement will not terminate upon
the occurrence of an Exercise Termination Event unless no
Subsequent Triggering Event shall have occurred prior to the
occurrence of an Exercise Termination Event.
A copy of the Agreement, but excluding certain other
exhibits, and the Option Agreement are incorporated by reference
herein, and the foregoing summary is qualified in its entirety by
reference thereto.
Item 5. Interests in Securities of the Issuer
Based upon representations and warranties in the Agreement,
NCB currently has outstanding 108,179,637 shares of NCB Common
Stock, option to acquire 5,529,423 shares of NCB Common Stock,
and an obligation to issue up to a maximum of 1,514,108 shares of
NCB Common Stock and to grant an option to acquire up to a
maximum of 152,569 shares of NCB Common Stock upon the
consummation of the Piedmont Merger. The Option is for
21,527,748 Option Shares (19.9% of currently outstanding NCB
Common Stock and 16.6% of outstanding NCB Common Stock assuming
exercise of the Option).
The Option Agreement contains anti-dilution provisions which
provide that both the number of shares of NCB Common Stock
issuable upon exercise of the Option and Purchase Price will be
adjusted upon the happening of certain events, including the
payment of a stock dividend or other distribution in NCB Common
Stock or the subdivision or reclassification of NCB Common Stock,
as set forth in the Option Agreement. If any additional shares
of NCB Common Stock are issued after the date of the Option
Agreement other than as permitted in the Option Agreement, the
number of Option Shares shall be adjusted so that such number of
shares following such issuance shall continue to equal 19.9% of
the number of shares of NCB Common Stock then issued and
outstanding.
CCB expressly disclaims any beneficial ownership of the
shares of NCB Common Stock which are purchasable by CCB upon
exercise of the Option because the Option is exercisable only in
the circumstances referred to in Item 4 above, none of which has
occurred as of this date.
To the best of CCB's knowledge (i) neither CCB nor any
subsidiary or affiliate of CCB or any of its or their executive
officers or directors beneficially owns any shares of NCB Common
Stock, and (ii) there have been no transactions in the shares of
NCB Common Stock effected during the past 60 days by CCB, nor to
the best of CCB's knowledge, by any subsidiary or affiliate of
CCB or any of its or their executive officers or directors.
No other person is known by CCB to have the right to receive
or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the NCB Common Stock obtainable by CCB
upon exercise of the Option.
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer
Other than the Agreement, the Option Agreement or any
document referenced in the Agreement or the Option Agreement,
copies of which are incorporated by reference herein, to the best
of CCB's knowledge there are at present no contracts,
arrangements, understandings or relationships (legal or
otherwise) among the persons named in Item 2 above and between
such persons and any person with respect to any securities of
NCB.
Item 7. Material Filed as Exhibits
(a) Description of Directors and Executive Officers of CCB.
(b) Agreement and Plan of Merger, dated March 17, 2000.
(c) Stock Option Agreement, dated March 17, 2000.
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.
March 23, 2000
Date
CCB Financial Corporation
By: /s/ ERNEST C. ROESSLER
Ernest C. Roessler
Chairman, President and
Chief Executive Officer
