<PAGE>
As filed with the Securities and Exchange Commission on March 31, 2000
Registration No. 333-30746
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
POSTEFFECTIVE AMENDMENT NO. 2 TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
National Commerce Bancorporation
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Tennessee 6711 62-0784645
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
</TABLE>
One Commerce Square
Memphis, Tennessee 38150
(901) 523-3434
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
--------------------
CHARLES A. NEALE, ESQ.
VICE PRESIDENT AND GENERAL COUNSEL
NATIONAL COMMERCE BANCORPORATION
ONE COMMERCE SQUARE
MEMPHIS, TENNESSEE 38150
(901) 523-3371
(Name, address, including zip code, and telephone number, including area code,
of agent for service) with copies to:
<TABLE>
<CAPTION>
<S> <C>
JOHN A. GOOD, ESQ. EDWARD C. WINSLOW, ESQ.
Bass, Berry & Sims PLC Brooks, Pierce, McLendon, Humphrey & Leonard, L.L.P.
100 Peabody Place, Suite 950 2000 Renaissance Plaza, 230 North Elm Street,
Memphis, Tennessee 38103 P. O. Box 26000 (27420)
Telephone: (901) 543-5901 Greensboro, North Carolina 27401
Facsimile: (888) 543-4644 Telephone: (336) 373-8850
E-Mail: [email protected] Facsimile: (336) 378-1001
E-Mail: [email protected]
</TABLE>
--------------------
Approximate date of commencement of proposed sale to the public: As soon
as practicable following the effectiveness of this Registration Statement.
If any securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [_]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
--------------------
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
EXPLANATORY NOTE
This Post-Effective Amendment No. 2 to the Registration Statement on
Form S-4 (Registration No. 333-30746) includes supplemental information that was
mailed to the shareholders of Piedmont Bancorp, Inc. on or about March 31, 2000
in connection with the Special Meeting of Piedmont shareholders adjourned on
March 31, 2000 to be reconvened on April 11, 2000.
NATIONAL COMMERCE BANCORPORATION
SUPPLEMENTAL INFORMATION
FOR PROXY STATEMENT/PROSPECTUS
DATED MARCH 31, 2000
The Registrant has supplemented the information contained in the proxy
statement/prospectus dated March 1, 2000 provided to the shareholders of
Piedmont Bancorp, Inc. in connection with the special meeting of the Piedmont
shareholders adjourned on March 31, 2000 to be reconvened April 11, 2000 to
approve the merger of Piedmont with and into NCBC. On March 31, 2000 NCBC
distributed Supplement No. 2 to Proxy Statement/Prospectus to the record owners
of Piedmont common stock. A copy of the Supplement No. 2 is attached hereto as
Exhibit 99.2. The proxy statement/prospectus as supplemented also constitutes a
prospectus for the offer and sale of shares of NCBC common stock to be received
by Piedmont shareholders upon consummation of the merger.
Separately, since the date of the proxy statement/prospectus, NCBC has
filed the following reports with the Securities and Exchange Commission under
the Securities Exchange Act of 1934, as amended.
. Current Report on Form 8-K dated March 20, 2000 containing the press release
announcing the execution of a merger agreement between NCBC and CCB
Financial Corporation, filed with Commission on March 21, 2000
. Definitive Proxy Statement on Schedule 14A in connection with NCBC annual
meeting of shareholders to be held April 26,2000, filed with Commission on
March 23, 2000
. Amendment to Current Report on Form 8-K/A dated March 20, 2000 containing
Agreement and Plan of Merger between NCBC and CCB Financial Corporation
dated as of March 17, 2000 and Stock Option Agreement between NCBC and CCB
Financial Corporation dated as of March 17, 2000, filed with Commission
on March 24, 2000
. Annual Report on Form 10-K filed with Commission on March 27, 2000
. Current Report on Form 8-K dated March 27, 2000 containing audited financial
statements of CCB Financial Corporation as required by Rule 3-05 of
Regulation S-X and unaudited condensed combined pro forma financial
information as required by Article 11 of Regulation S-X
Each of the foregoing has been incorporated by reference into the proxy
statement/prospectus.
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Post-Effective Amendment No. 2 to Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Memphis, State of Tennessee, on March 31, 2000.
National Commerce Bancorporation
By: /s/ Thomas M. Garrott
---------------------
Thomas M. Garrott
Chairman of the Board, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 2 to Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Thomas M. Garrott
- -------------------------------------- Chairman of the Board, President March 31, 2000
Thomas M. Garrott and Chief Executive Officer
(Principal Executive Officer)
and Director
/s/ Lewis E. Holland
- --------------------------------------- Vice Chairman, Treasurer and March 31, 2000
Lewis E. Holland Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer) and
Director
/s/ Mark A. Wendel
- --------------------------------------- Accounting Officer (Principal March 31, 2000
Mark A. Wendel Accounting Officer)
*
- --------------------------------------- Director March 31, 2000
Frank G. Barton, Jr.
*
- --------------------------------------- Director March 31, 2000
R. Grattan Brown, Jr.
*
- --------------------------------------- Director March 31, 2000
Bruce E. Campbell, Jr.
*
- -------------------------------------- Director March 31, 2000
John D. Canale, III
*
- -------------------------------------- Director March 31, 2000
James H. Daughdrill, Jr.
</TABLE>
II-1
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
*
- -------------------------------------- Director March 31, 2000
Thomas C. Farnsworth, Jr.
- -------------------------------------- Director ________, 2000
R. Lee Jenkins
- -------------------------------------- Director ________, 2000
W. Neely Mallory, Jr.
* Director March 31, 2000
- --------------------------------------
James E. McGehee, Jr.
* Director March 31, 2000
- --------------------------------------
Phillip H. McNeill, Sr.
* Director March 31, 2000
- --------------------------------------
Harry J. Phillips, Sr.
- -------------------------------------- Director __________, 2000
J. Bradbury Reed
* Director March 31, 2000
- --------------------------------------
William R. Reed, Jr.
* Director March 31, 2000
- --------------------------------------
G. Mark Thompson
</TABLE>
*
By: /s/ Charles E. Neale
----------------------------------
Charles E. Neale
As Attorney-in-Fact
II-2
<PAGE>
Item 21. Exhibits and Financial Statement Schedules
The following exhibits are filed as part of this Post-Effective Amendment
No. 2 to the Registration Statement or are incorporated by reference herein:
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibits
- ------- -----------------------
<C> <S>
23.1 Consent of Ernst & Young LLP (filed herewith)
23.2 Consent of KPMG LLP (filed herewith)
99.1 Form of Piedmont Proxy (filed herewith)
99.2 Supplement No. 2 to Proxy Statement/Prospectus, dated March 31, 2000
(filed herewith)
</TABLE>
II-3
<PAGE>
Exhibit 23.1
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" in the Post-
Effective Amendment No. 2 to the Registration Statement (Form S-4 No. 333-30746)
and related Proxy Statement/Prospectus of National Commerce Bancorporation and
to the incorporation by reference therein of our report dated January 27, 2000,
with respect to the consolidated financial statements of National Commerce
Bancorporation incorporated by reference in its Annual Report (Form 10-K) for
the year ended December 31, 1999, filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
Memphis, Tennessee
March 31, 2000
<PAGE>
Exhibit 23.2
[LETTERHEAD OF KPMG LLP APPEARS HERE]
To the Board of Directors
Piedmont Bancorp, Inc.
We consent to the use of our report incorporated herein by reference and to the
reference to our firm under the heading "Experts" in the prospectus.
/s/ KPMG LLP
KPMG LLP
Raleigh, North Carolina
March 30, 2000
<PAGE>
EXHIBIT 99.1
REVOCABLE PROXY
PIEDMONT BANCORP, INC.
[X] PLEASE MARK VOTES AS IN THIS EXAMPLE
SPECIAL MEETING OF STOCKHOLDERS APRIL 11, 2000 - 9:00 A.M.
Reconvened meeting originally scheduled for March 31, 2000
The undersigned hereby appoints D. Tyson Clayton and Peggy S. Walker, and
each of them, as Proxies, each with power to appoint his or her substitute, and
hereby authorizes them to represent and to vote, as designated below, all of the
shares of common stock of Piedmont Bancorp, Inc., that the undersigned is
entitled to vote at the reconvened Special Meeting of Shareholders to be held on
April 11, 2000 or at any adjournments thereof. The affirmative vote of a
majority of the shares represented at the meeting may authorize the adjournment
of the meeting; provided, however, that no proxy that is voted against the
Agreement and Plan of Reorganization, dated as of December 27, 1999, by and
between National Commerce Bancorporation and Piedmont Bancorp, Inc. (the
"Agreement") will be voted in favor of adjournment to solicit further proxies
for such proposal.
1. Adoption of the Agreement and the related Plan of Merger.
For [ ] Against [ ] Abstain [ ]
2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting or any adjournments thereof.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ITEM 1, THE ADOPTION OF THE
AGREEMENT AND RELATED PLAN OF MERGER.
Please sign exactly as your name appears on this proxy. When shares are held
by joint tenants, both should sign, but only one signature is required. When
signing as attorney-in-fact, executor, administrator, trustee or guardian,
please give full title as such. If a corporation, partnership or other entity,
please sign in full corporate, partnership or other entity name by President or
other authorized person.
Please be sure to sign and date this Proxy in the box below.
Date
-------------
- ------------------------------
Stockholder sign above
- ------------------------------
Co-holder (if any) sign above
- --------------------------------------------------------------------------------
Detach above card, date, sign and mail in postage-paid envelope provided.
PIEDMONT BANCORP, INC.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE ABOVE SIGNED SHAREHOLDER, BUT IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR ITEM 1. THIS PROXY MAY BE REVOKED AT ANY TIME PRIOR TO ITS EXERCISE.
---
The above signed acknowledges receipt from Piedmont Bancorp, Inc. prior to
the execution of this proxy, of the Notice of Special Meeting and the related
Proxy Statement/Prospectus.
PLEASE MARK, DATE SIGN AND RETURN THIS PROXY PROMPTLY
USING THE ENCLOSED POSTAGE-PAID ENVELOPE.
<PAGE>
EXHIBIT 99.2
PIEDMONT BANCORP, INC.
Supplement No. 2 to Proxy Statement dated March 1, 2000
NATIONAL COMMERCE BANCORPORATION
Supplement No. 2 to Prospectus dated March 1, 2000
On or about March 3, 2000, we provided you a proxy statement/prospectus in
connection with the proposed merger of Piedmont Bancorp, Inc. into National
Commerce Bancorporation ("NCBC") and the special meeting of shareholders of
Piedmont to be held to approve a merger agreement between Piedmont and NCBC.
With the proxy statement/prospectus you were provided a notice of the special
meeting, to be held March 31, 2000, and a proxy card on which you could cast
your vote at the special meeting.
On or about March 23, 2000 we provided you with Supplement No. 1 to the
proxy statement/prospectus and a new proxy card. Supplement No. 1 provided you
with narrative information about a proposed merger of NCBC and CCB Financial
Corporation as publicly announced on March 20, 2000. You were instructed in
that supplement that you could change your vote at the special meeting by
submitting a new proxy card.
In order to provide you with additional financial information required by
United States securities laws, on or about March 31, 2000 we are sending to
Piedmont shareholders of record as of the voting record date for the special
meeting this Supplement No. 2 to the proxy statement/prospectus containing
unaudited condensed combined pro forma financial information relating to the
proposed merger of CCB into NCBC as if that merger had occurred. In addition,
we inform you that Piedmont's special shareholders meeting to consider the
Piedmont/NCBC merger has been adjourned until April 11, 2000 at 9:00 a.m. EST at
the same location described in the notice of the special meeting previously
provided to you. The votes on approval of the merger agreement will be
tabulated at the re-convened special meeting. Piedmont adjourned the special
meeting until April 11, 2000 in order to give you sufficient time to review the
information contained in this supplement and change your vote if you desire.
Attached as Annex 1 to this supplement are unaudited condensed combined pro
forma financial statements of NCBC as if the NCBC/CCB merger had occurred on
January 1, 1997, with respect to income statement information, and on December
31, 1999, with respect to balance sheet information. Pro forma information is
not indicative of future financial performance. Moreover, incorporated by
reference into this supplement are the audited financial statements for NCBC and
CCB as included in each company's annual report on 10-K for the fiscal year
ended December 31, 1999, recently filed with the Securities and Exchange
Commission. These audited financial statements may be obtained through the
SEC's Electronic Data Gathering and Retrieval (EDGAR) system by accessing the
SEC's web site at http://www.sec.gov.
------------------
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 to be re-convened at 9:00 a.m. EST on April
11, 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.
After the public announcement of the proposed NCBC/CCB merger, the Piedmont
Board of Directors met and had a detailed discussion about the proposed NCBC/CCB
merger. The Piedmont Board of Directors continues to unanimously believe that
the merger of Piedmont into NCBC is in the best interests of the Piedmont
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.
<PAGE>
This Supplement No. 2 to the proxy statement/prospectus is dated March 30,
2000 and is being mailed to Piedmont shareholders on or about March 31, 2000.
In addition, this Supplement No. 2 has been posted to the Piedmont website at
http://HSBeBank.com. Persons accessing this information via Piedmont's website
- -------------------
should be aware that no other information on the website is intended to be part
of this Supplement No. 2 or the proxy statement/prospectus, and you should not
rely on any information except the proxy statement/prospectus, supplements
thereto and documents incorporated herein by reference.
INCORPORATION OF DOCUMENTS FILED WITH THE SEC
The SEC allows NCBC and Piedmont to "incorporate by reference" in this
Supplement No. 2 to proxy statement/prospectus the information each company
files with the SEC, which means:
. incorporated documents are considered part of this Supplement No. 2 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
No. 2 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,
1999, filed on March 27, 2000;
(2) NCBC's Current Reports on Form 8-K filed on March 21, 2000 and March
27, 2000 and NCBC's amended current reports on Form 8-K/A filed on
March 24, 2000 and March 27, 2000; and
(3) 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;
2
<PAGE>
. 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.
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 Supplement No. 2 to 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.
UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL INFORMATION
The following unaudited pro forma combined condensed balance sheet as of
December 31, 1999, combines the historical consolidated balance sheets of
National Commerce Bancorporation (NCBC) and CCB Financial Corporation (CCB) as
if the merger of CCB into NCBC had been effective on December 31, 1999, after
giving effect to certain estimated adjustments. The unaudited pro forma
combined condensed statements of income for the years ended December 31, 1999,
1998 and 1997 present the combined results of operations of NCBC and CCB as if
the merger of CCB into NCBC had been effective at the beginning of the earliest
period presented. The unaudited pro forma combined condensed financial
information has been prepared from, and should be read in conjunction with, the
historical consolidated financial statements of NCBC and CCB.
The unaudited pro forma combined condensed financial information reflects the
application of the pooling-of-interests method of accounting for the merger.
Under this method of accounting, the recorded assets, liabilities, stockholders'
equity, income and expenses of NCBC and CCB are combined and reflected at
historical amounts. You should not assume that NCBC and CCB would have achieved
the pro forma combined results if they had actually been combined during the
periods presented.
The combined company expects to incur merger and other non-recurring expenses as
a result of the merger and to achieve merger benefits in the form of operating
cost savings. The pro forma earnings, which do not reflect any direct costs or
potential savings which are expected to result from the consolidation of the
operations of NCBC and CCB, are not necessarily indicative of the results of
future operations. No assurances can be given with respect to the ultimate
level of expense savings.
3
<PAGE>
NATIONAL COMMERCE BANCORPORATION
UNAUDITED PRO FORMA COMBINED CONDENSED BALANCE SHEET
DECEMBER 31, 1999
(IN THOUSANDS)
<TABLE>
<CAPTION>
(4) (2) (5) (6)
Pro Forma Pro Forma
Assets NCBC CCB Adjustments Combined
------ ---------- ---------- ----------- -----------
<S> <C> <C> <C> <C>
Cash and cash equivalents $ 261,296 $ 400,989 - $ 662,285
Available-for-sale securities 553,928 1,563,120 - 2,117,048
Held-to-maturity securities 1,759,383 73,370 - 1,832,753
Trading account securities 30,294 - - 30,294
Net loans 3,926,192 5,876,918 - 9,803,110
Premises and equipment, net 47,830 113,858 - 161,688
Other assets 227,250 158,043 - 385,293
---------- ---------- ---------- -----------
Total assets $6,806,173 $8,186,298 - $14,992,471
========== ========== ========== ===========
Liabilities and Stockholders' Equity
------------------------------------
Deposits $4,495,900 $6,717,025 - $11,212,925
Short-term borrowings 883,038 229,670 - 1,112,708
Federal Home Loan Bank Advances 714,335 395,937 - 1,110,272
Accounts payable and accrued liabilities 99,241 90,720 89,100 279,061
Long-term debt 6,372 32,985 - 39,357
---------- ---------- ---------- -----------
Total liabilities 6,198,886 7,466,337 89,100 13,754,323
Capital trust pass-through securities 49,909 - - 49,909
Stockholders' equity
Common Stock 216,446 197,900 (3,959) 410,387
Additional Paid In Capital 90,230 29,690 3,959 123,879
Retained Earnings 253,940 506,092 (89,100) 670,932
Accumulated other comprehensive loss (3,238) (13,721) - (16,959)
---------- ---------- ---------- -----------
Total stockholders' equity 557,378 719,961 (89,100) 1,188,239
---------- ---------- ---------- -----------
Total liabilities and stockholders' equity $6,806,173 $8,186,298 - $14,992,471
========== ========== ========== ===========
The accompanying notes are an integral part of the unaudited pro forma combined condensed financial information.
</TABLE>
<PAGE>
NATIONAL COMMERCE BANCORPORATION
UNAUDITED PRO FORMA COMBINED CONDENSED INCOME STATEMENT
YEAR ENDED DECEMBER 31, 1999
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
(4) (2) (3) (6)
Pro Forma Pro Forma
NCBC CCB Adjustments Combined
-------- --------- ----------- ----------
<S> <C> <C> <C> <C>
Interest Income:
Loans $311,293 $478,908 $ - $ 790,201
Securities:
Taxable 136,424 91,529 227,953
Non-Taxable 12,108 4,360 16,468
-------- -------- --------- ----------
148,532 95,889 0 244,421
Other 8,203 14,802 23,005
-------- -------- --------- ----------
Total interest income 468,028 589,599 1,057,627
Interest Expense:
Deposits 158,477 232,767 391,244
Borrowings 73,013 24,780 97,793
-------- -------- --------- ----------
Total interest expense 231,490 257,547 0 489,037
-------- -------- --------- ----------
Net interest income 236,538 332,052 0 568,590
Provision for loan losses 15,206 14,296 29,502
-------- -------- --------- ----------
Net interest income after provision for loan losses 221,332 317,756 0 539,088
Other income:
Trust service income 10,139 12,574 22,713
Service charges on deposits 21,705 61,831 83,536
Other service charges and fees 20,674 24,672 45,346
Broker/dealer revenue 18,092 - 18,092
Investment securities gains (losses) (1,789) 1,378 (411)
Other 23,693 57,999 81,692
-------- -------- --------- ----------
Total other income 92,514 158,454 0 250,968
Other Expenses:
Salaries and employee benefits 76,343 136,305 212,648
Occupancy expense 14,086 17,331 31,417
Furniture and equipment expense 7,500 17,713 25,213
Other 57,329 72,687 130,016
-------- -------- --------- ----------
Total other expenses 155,258 244,036 0 399,294
-------- -------- --------- ----------
Income before income taxes 158,588 232,174 0 390,762
Income taxes 51,354 81,351 132,705
-------- -------- --------- ----------
Net income $107,234 $150,823 $ - $ 258,057
======== ======== ========= ==========
Net income per common share - basic $ 1.00 $ 3.77 $ 1.26
======== ======== ========= ==========
Net income per common share - diluted $ 0.99 $ 3.74 $ 1.24
======== ======== ========= ==========
Weighted average shares outstanding - basic 106,749 39,944 57,919 204,612
======== ======== ========= ==========
Weighted averages shares outstanding - diluted 108,823 40,315 58,457 207,595
======== ======== ========= ==========
The accompanying notes are an integral part of the unaudited pro forma combined condensed financial information.
</TABLE>
<PAGE>
NATIONAL COMMERCE BANCORPORATION
UNAUDITED PRO FORMA COMBINED CONDENSED INCOME STATEMENT
YEAR ENDED DECEMBER 31, 1998
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
(4) (2) (3) (6)
Pro Forma Pro Forma
NCBC CCB Adjustments Combined
-------- --------- ----------- ---------
<S> <C> <C> <C> <C>
Interest Income:
Loans $275,890 $470,664 $ - $746,554
Securities:
Taxable 110,649 83,754 194,403
Non-Taxable 8,451 4,738 13,189
-------- -------- ------ --------
119,100 88,492 207,592
Other 8,118 18,270 26,388
-------- -------- ------ --------
Total interest income 403,108 577,426 980,534
Interest Expense:
Deposits 142,967 232,609 375,576
Borrowings 57,245 21,953 79,198
-------- -------- ------ ---------
Total interest expense 200,212 254,562 0 454,774
-------- -------- ------ ---------
Net interest income 202,896 322,864 525,760
Provision for loan losses 10,079 15,884 25,963
--------- -------- ------ ---------
Net interest income after
provision for loan losses 192,817 306,980 0 499,797
Other income:
Trust service income 10,135 10,221 20,356
Service charges on deposits 19,747 54,117 73,864
Other service charges and fees 17,500 19,661 37,161
Broker/dealer revenue 20,441 - 20,441
Investment securities gains 224 2,178 2,402
Other 19,945 26,904 46,849
---------- -------- ------ ----------
Total other income 87,992 113,081 0 201,073
Other Expenses:
Salaried and employee benefits 70,712 124,419 195,131
Occupancy expense 12,643 15,890 28,533
Furniture and equipment expense 6,265 14,522 20,787
Other 59,279 75,386 134,665
---------- -------- ------ ----------
Total other expenses 148,899 230,217 0 379,116
---------- -------- ------ ----------
Income before income taxes 131,910 189,844 0 321,754
Income taxes 43,890 68,632 112,522
---------- -------- ------ ----------
Net income $ 88,020 $121,212 $ - $ 209,232
========== ======== ====== ==========
Net income per common share - basic $ 0.85 $ 2.96 $ 1.03
========== ======== ====== ==========
Net income per common share - diluted $ 0.83 $ 2.93 $ 1.01
========== ======== ====== ==========
Weighted average shares outstanding - basic 103,636 40,898 59,302 203,836
========== ======== ====== ==========
Weighted average shares outstanding - diluted 105,970 41,409 60,043 207,422
========== ======== ====== ==========
The accompanying notes are an integral part of the unaudited pro forma combined condensed financial information.
</TABLE>
<PAGE>
NATIONAL COMMERCE BANCORPORATION
UNAUDITED PRO FORMA COMBINED CONDENSED INCOME STATEMENT
YEAR ENDED DECEMBER 31, 1997
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
(4) (2) (3) (6)
Pro Forma Pro Forma
NCBC CCB Adjustments Combined
--------- -------- ----------- ---------
<S> <C> <C> <C> <C>
Interest Income:
Loans $243,079 $442,618 $ - $685,697
Securities:
Taxable 98,268 90,229 188,497
Non-Taxable 8,038 4,840 12,878
-------- -------- -------- --------
106,306 95,069 0 201,375
Other 4,573 12,776 17,349
-------- -------- -------- --------
Total interest income 353,958 550,463 0 904,421
Interest Expense:
Deposits 126,741 229,600 356,341
Borrowings 55,410 20,499 75,909
-------- -------- -------- --------
Total interest expense 182,151 250,099 0 432,250
-------- -------- -------- --------
Net interest income 171,807 300,364 0 472,171
Provision for loan losses 17,363 16,376 33,739
-------- -------- -------- --------
Net interest income after provision for loan losses 154,444 283,988 0 438,432
Other income:
Trust service income 9,284 8,415 17,699
Service charges on deposits 17,673 44,937 62,610
Other service charges and fees 13,069 16,450 29,519
Broker/dealer revenue 13,115 - 13,115
Investment securities gains (losses) (127) 480 353
Other 32,915 23,117 56,032
-------- -------- -------- --------
Total other income 85,929 93,399 0 179,328
Other Expenses:
Salaries and employee benefits 60,934 114,572 175,506
Occupancy expense 11,162 15,595 26,757
Furniture and equipment expense 5,356 12,867 18,223
Other 54,129 83,164 137,293
-------- -------- -------- --------
Total other expenses 131,581 226,198 0 357,779
-------- -------- -------- --------
Income before income taxes 108,792 151,189 0 259,981
Income taxes 36,338 55,765 92,103
-------- -------- -------- --------
Net income $ 72,454 $ 95,424 $ - $167,878
======== ======== ======== ========
Net income per common share - basic $ 0.72 $ 2.31 $ 0.83
======== ======== ======== ========
Net income per common share - diluted $ 0.69 $ 2.28 $ 0.81
======== ======== ======== ========
Weighted average shares outstanding - basic 101,083 41,438 60,085 202,606
======== ======== ======== ========
Weighted averages shares outstanding - diluted 104,454 41,947 60,823 207,224
======== ======== ======== ========
</TABLE>
The accompanying notes are an integral part of the unaudited
pro forma combined condensed financial information.
<PAGE>
NOTES TO UNAUDITED PRO FORMA
COMBINED CONDENSED FINANCIAL INFORMATION
(1) The Unaudited Pro Forma Combined Condensed Financial Information presented
herein is not necessarily indicative of the results of operations or the
combined financial position that would have resulted had the merger been
consummated at the beginning of the earliest period presented, nor is it
necessarily indicative of the results of operations in future periods or
the future financial position of the combined entities. The Unaudited Pro
Forma Combined Condensed Financial Information should be read together with
the historical consolidated financial statements and the related notes
thereto of each NCBC and CCB incorporated by reference herein.
(2) It is assumed that the merger will be accounted for on a pooling-of-
interests accounting basis, and accordingly, the related pro forma amounts
are included using the exchange ratio of 2.45 shares of NCBC common stock
for each share of CCB common stock. In addition, common stock and
additional paid in capital include a reclassification adjustment to reflect
the change in par value of outstanding shares of CCB to the $2.00 par value
of NCBC common stock.
(3) Earning per share data has been computed based on the combined historical
net income applicable to NCBC stockholders and CCB stockholders using the
historical weighted average shares outstanding of NCBC common stock and the
weighted average outstanding shares of CCB common stock, adjusted to
equivalent shares of NCBC common stock for each of the periods presented.
(4) Certain reclassifications have been included to ensure consistent
presentation.
(5) The Unaudited Pro Forma Combined Condensed Financial Information, with the
exception of the Unaudited Pro Forma Combined Condensed Balance Sheet, does
not include any material expenses related to the Merger. NCBC currently
estimates pre-tax merger and integration and other nonrecurring merger
related charges of approximately $110 million ($89.1 million net of taxes)
will be recorded.
(6) NCBC expects to realize significant revenue enhancements and cost savings
from the merger, primarily through the realization of certain operating
efficiencies and reductions in systems, labor and administrative costs. The
Unaudited Pro Forma Combined Condensed Financial Information, which does
not reflect any revenue enhancements, direct costs or potential savings, is
therefore not necessarily indicative of the results of future operations.
There can be no assurance that anticipated revenue enhancements or cost
savings will be achieved in the expected amounts or at the times
anticipated.
