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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ____)*
CCB FINANCIAL CORPORATION
________________________________________________________________________________
(Name of Issuer)
$5.00 Par Value Common Stock
________________________________________________________________________________
(Title of Class of Securities)
124 875 105
_______________________________________________________________
(CUSIP Number)
Charles A. Neale, Esq.
Vice President and General Counsel
National Commerce Bancorporation
One Commerce Square
Memphis, Tennessee 38150
(901) 523-3371
________________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to Receive Notices 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 (S)(S)240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [_].
Note: Schedules filed in paper format shall include a signed original and five
copes of the schedule, including all exhibits. See(S)240.13d-7 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 ("Act") 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).
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SCHEDULE 13D
CUSIP NO. 635 449 101
- ------------------------------------------------------------------------------
NAMES OF REPORTING PERSONS National Commerce Bancorporation
1 I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (entities only). 62-0784645
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS (See Instructions)
4
WC
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Tennessee
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 7,846,175 shares*
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
-0-
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 7,846,175 shares*
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
-0-
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
7,846,175*
- ------------------------------------------------------------------------------
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
Not Applicable
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
19.9% (16.6% upon exercise of option)
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON (See Instructions)
14
CO (bank holding company)
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
* The shares indicated are purchasable by National Commerce Bancorporation
("NCBC") upon exercise of an option granted by CCB Financial Corporation ("CCB")
to NCBC on March 17, 2000, and described in Item 4 of this report ("Option").
Prior to the exercise of the Option, NCBC is not entitled to any rights as a
shareholder of CCB as to the shares covered by the Option. The Option may be
exercised only upon the happening of certain events referred to in Item 4, none
of which has occurred as of the date hereof. NCBC expressly disclaims
beneficial ownership of any of the shares of Common Stock of CCB which are
purchasable by NCBC upon exercise of the Option.
<PAGE>
The percentage indicated represents the percentage of the total outstanding
shares of Common Stock of CCB as of March 13, 2000, taking into consideration
the 7,846,175 shares of CCB Common Stock that would be issued pursuant to the
Option. For the reasons discussed above, NCBC expressly disclaims beneficial
ownership of any of the shares of Common Stock of CCB which are purchasable by
NCBC upon exercise of the Option.
Item 1. Security and Issuer
This statement relates to the common stock, $5.00 par value per share (the
"CCB Common Stock"), of CCB Financial Corporation, a North Carolina corporation
("CCB"). CCB is a bank holding company headquartered in Durham, North Carolina.
The principal executive offices of CCB are located at 111 Corcoran Street,
Durham, North Carolina 27701.
In connection with the proposed merger of CCB with and into National
Commerce Bancorporation, a bank holding company headquartered in Memphis,
Tennessee ("NCBC"), and pursuant to an Agreement and Plan of Merger, dated as of
March 17, 2000, between CCB and NCBC (the "Agreement"), CCB and NCBC entered
into a Stock Option Agreement ("Option Agreement") pursuant to which CCB granted
NCBC an option (the "Option") to acquire 7,846,175 shares (the "Option Shares")
of CCB Common Stock at a price of $39.75 per share, subject to adjustment
pursuant to the anti-dilution provisions of the Option Agreement (the "Purchase
Price").
Item 2. Identity and Background
NCBC is a Tennessee corporation whose principal place of business is
located at One Commerce Square Memphis, Tennessee 38150. NCBC is a bank holding
company that provides diverse financial services through a regional network of
banking affiliates and a national network of non-banking affiliates. NCBC
operates 162 bank locations in Tennessee, North Carolina, Georgia, Virginia,
West Virginia, Mississippi and Arkansas. NCBC has three principal lines of
business: retail banking, commercial banking and financial services. Financial
services include transaction processing, in-store licensing and consulting,
capital markets, trust and asset management and treasury services.
The name, business address, present principal occupation or employment,
name, principal business and address of any corporation or other organization in
which such employment is conducted and the citizenship of each director and
executive officer of NCBC is set forth in Annex A which is incorporated herein
by reference.
Neither NCBC nor to the best knowledge of NCBC any person listed in Annex A
has been convicted during the last five years in any criminal proceedings
(excluding traffic violations or similar misdemeanors) or was 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 CCB Common Stock as described in
Item 4 would be purchased with working capital funds of NCBC.
Item 4. Purpose of Transaction
Pursuant to the Agreement, and in consideration thereof, CCB issued the
Option to NCBC 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 NCBC (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 NCBC, the approval of NCBC's
shareholders of the issuance of NCBC 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 CCB Common Stock
(excluding shares of CCB Common Stock held by CCB, NCBC, 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 NCBC Common
Stock (subject to possible adjustment in accordance with the terms of the
Agreement, the "Exchange Ratio").
<PAGE>
If (i) NCBC 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, NCBC 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) CCB or any of its subsidiaries (each a "CCB Subsidiary"), without
having received NCBC'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 NCBC or any of its subsidiaries
(each and "NCBC Subsidiary") or the Board of Directors of CCB shall
have recommended that the shareholders of CCB approve or accept any
Acquisition Transaction. "Acquisition Transaction" shall mean (w) a
merger or consolidation, or any similar transaction, involving CCB or
any CCB 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 CCB or any Significant Subsidiary of CCB, (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 CCB, or (z) any substantially similar transaction; provided,
however, that in no event shall any merger, consolidation, purchase or
similar transaction involving only CCB and one or more CCB
Subsidiaries or involving only any two or more of such CCB
Subsidiaries, provided that any such transaction is not entered into
in violation of the terms of the Merger Agreement, be deemed an
Acquisition Transaction;
(ii) CCB or any CCB Subsidiary, without having received NCBC'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
NCBC or an NCBC Subsidiary, or the Board of Directors of CCB shall
have publicly withdrawn or modified, or publicly announced its intent
to withdraw or modify, in any manner adverse to NCBC, its
recommendation that the shareholders of CCB approve the transactions
contemplated by the Agreement in anticipation of engaging in an
Acquisition Transaction;
(iii) Any person other than NCBC, any NCBC Subsidiary or any CCB
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 CCB 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 NCBC or any NCBC Subsidiary shall have
made a bona fide proposal to CCB 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 CCB or its
shareholders to engage in an Acquisition Transaction, CCB shall have
breached any covenant or obligation contained in the Agreement and
such breach (x) would entitle NCBC to terminate the Agreement and (y)
shall not have been cured prior to the date on which NCBC shall give
notice to CCB of its intent to purchase shares of CCB Common Stock
under the Option;
(vi) Any person other than NCBC or any NCBC Subsidiary, other than in
connection with a transaction to which NCBC 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 CCB Common Stock; or
<PAGE>
(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 (as defined in the
Option Agreement), CCB (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), CCB 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 CCB Common Stock at which a tender
offer or exchange offer therefor has been made, (ii) the price per share of CCB
Common Stock to be paid by any third party pursuant to an agreement with CCB,
(iii) the highest closing price for shares of CCB 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
of all or a substantial portion of CCB's assets, the sum of the price paid in
such sale for such assets and the current market value of the remaining assets
of CCB 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
CCB, divided by the number of shares of Common Stock of CCB 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 the Issuer.
(b) The Holder and the Owner, as the case may be, may exercise its right to
require CCB to repurchase the Option and any Option Shares by surrendering for
such purpose to CCB, at its principal office, a copy of the Option Agreement or
certificates for Option Shares, as applicable, accompanied by a written noticed
or notices stating that the Holder or the Owner, as the case may be, elects to
require CCB to repurchase this Option and/or the Option Shares in accordance
with the provisions 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, CCB 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 CCB is not then prohibited under applicable law and
regulation from so delivering.
(c) To the extent that CCB is prohibited under applicable law or regulation
from repurchasing the Option and/or the Option Shares in full, CCB 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 CCB is not so prohibited;
provided, however, that if CCB 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 CCB 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, CCB 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 CCB is not
prohibited from delivering; and (ii) deliver, as appropriate, either (A) to the
Holder, a new Stock Option Agreement evidencing the right of the Holder to
purchase that number of shares of CCB Common Stock obtained by multiplying the
number of shares of CCB 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 (B) to the Owner, a certificate for the
Option Shares it is then so prohibited from repurchasing.
<PAGE>
(d) A Repurchase Event shall be deemed to have occurred (i) upon the
consummation of any merger, consolidation or similar transaction involving CCB
or any purchase, lease or other acquisition of all or a substantial portion of
the assets of CCB, 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 CCB 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. CCB'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, CCB currently
has outstanding 39,450,660 shares of CCB Common Stock. The Option is for
7,846,175 Option Shares (19.9% of currently outstanding CCB Common Stock and
16.6% of outstanding CCB Common Stock assuming exercise of the Option).
The Option Agreement contains anti-dilution provisions which provide that
both the number of shares of CCB 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 CCB Common
Stock or the subdivision or reclassification of CCB Common Stock, as set forth
in the Option Agreement. If any additional shares of CCB 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 CCB Common Stock then issued and outstanding. Upon exercise
of the option, NCBC will have sole voting and sole dispositive power over the
Option Shares.
NCBC expressly disclaims any beneficial ownership of the shares of CCB
Common Stock which are purchasable by NCBC 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.
Except as described herein, neither NCBC, nor, to the best knowledge of
NCBC, any person listed in Annex A beneficially owns, or has acquired or
disposed of, any shares of CCB Common Stock during the past 60 days.
No other person is known by NCBC to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, the
CCB Common Stock obtainable by NCBC upon exercise of the Option.
<PAGE>
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 NCBC'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 CCB.
Item 7. Material Filed as Exhibits
Exhibit No. Description
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(a) Agreement and Plan of Merger by and between CCB Financial
Corporation and National Commerce Bancorporation dated as of March
17, 2000 filed as Exhibit 2.1 to Registrant's Form 8-K/A dated as
of March 24, 2000 (File No 000-06094).
(b) Stock Option Agreement by and between CCB Financial Corporation and
National Commerce Bancorporation dated as of March 17, 2000 filed
as Exhibit 2.2 to Registrant's Form 8-K/A dated as of March 24,
2000 (File No. 000-06094).
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 27, 2000
---------------------------------------------
Date
National Commerce Bancorporation
By: /s/ Lewis E. Holland
-------------------------------------------
Lewis E. Holland
Vice Chairman, Treasurer
and Chief Financial Officer
<PAGE>
Annex A
Directors and Executive Officers of National Commerce Bancorporation
<TABLE>
<CAPTION>
Name Office Principal Occupation or Employment Address
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Frank G. Barton, Jr. Director Chairman of the Board The Barton Group, Inc.
(retail equipment sales)
5400 Poplar Avenue, Suite 101
Memphis, Tennessee 38119
James H. Dughdrill, Jr. Director President
Rhodes College
(education)
4035 Dumaine Way
Memphis, Tennessee 38117
Thomas C. Farnsworth, Jr. Director Farnsworth Investment Co.
(real estate and investments)
5335 Distriplex Farms Drive
Memphis, Tennessee 38141
Lewis E. Holland Vice Chairman, Treasurer and Chief Vice Chairman, Treasurer and CFO
Financial Officer National Commerce Bancorporation*
J. Bradbury Reed Director Bass Berry & Sims, PLC
(law firm)
315 Deadrick Street, Suite 2700
Nashville, Tennessee 37238
Phillip H. McNeill, Sr. Director Chairman and Chief Executive Officer
Equity Inns, Inc.
(real estate and hospitality)
7700 Wolf River Boulevard
Germantown, Tennessee 38138
John D. Canale, III Director President
D. Canale Food Services, Inc.
(wholesale food distributor)
One Commerce Square, 18th Floor
Memphis, Tennessee 38103
R. Lee Jenkins Director Private investor
13334 Polo Club Road # 225
Wellington, Florida 33414
W. Neely Mallory, Jr. Director President
Mallory Group Inc.
(3rd party logistics)
P.O. Box 30209
Memphis, Tennessee 38130
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Name Office Principal Occupation or Employment Address
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<S> <C> <C>
James E. McGehee, Jr. Director Chairman
McGehee Realty and Development Co.
(real estate and development)
700 Colonial Road, Suite 125
Memphis, Tennessee 38117
William R. Reed, Jr. Vice Chairman Vice Chairman and Executive Vice President
Executive Vice President National Commerce Bancorporation*
G. Mark Thompson Director President
Nashville Marketing Area of the Kroger Co.
(retail)
5209 Heathrow Hills Drive
Brentwood, Tennessee 37027
R. Grattan Brown, Jr. Director Glankler Brown, PLLC
(law firm)
One Commerce Square, Suite 1600
Memphis, Tennessee 38103
Bruce E. Campbell, Jr. Chairman of Executive Committee Chairman of Executive Committee
National Commerce Bancorporation*
Thomas M. Garrott Chairman of the Board Chairman, President and CEO
President National Commerce Bancorporation*
Chief Executive Officer
Harry J. Phillips, Sr. Director Chairman of Executive Committee
Browning-Ferris Industries, Inc.
(waste disposal service)
One Commerce Square, Suite 2750
Memphis, Tennessee 38103
Gary L. Lazarini Chairman NBC Capital Markets Chairman NBC Capital Markets
National Commerce Bancorporation*
Mackie H. Gober Executive Vice President Executive Vice President
National Commerce Bancorporation*
David T. Popwell Executive Vice President and Secretary Executive Vice President
National Commerce Bancorporation*
</TABLE>
*The principal place of business of National Commerce Bancorporation is One
Commerce Square, Memphis, Tennessee 38150.
