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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 20, 2000
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NATIONAL COMMERCE BANCORPORATION
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(Exact name of registrant as specified in its charter)
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Tennessee 0-6094 62-0784645
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
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One Commerce Square, Memphis, Tennessee 38150
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (901) 523-3371
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Not Applicable
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(Former name, former address and former fiscal year, if changed since
last report)
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INFORMATION TO BE INCLUDED IN THE REPORT
Item 5. Other Events.
The Registrant announced on March 20, 2000 that it has executed a
definitive Agreement and Plan of Merger with CCB Financial Corporation providing
for the merger of CCB Financial Corporation into the Registrant. The
announcement was made by means of a publicly-disseminated press release, a copy
of which is attached to this Current Report on Form 8-K as an Exhibit and is
incorporated herein by reference.
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(c) Exhibits.
The following exhibits are filed pursuant to Item 601 of Regulation S-K:
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Exhibit
Number Description
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99.1 Press release dated March 20, 2000, announcing the signing of the Agreement and Plan of Merger between National Commerce
Bancorporation and CCB Financial Corporation.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
NATIONAL COMMERCE BANCORPORATION
Date: March 21, 2000 By: /s/ Lewis E. Holland
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Lewis E. Holland
Chief Financial Officer
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EXHIBIT 99.1
[LETTERHEAD] For Immediate Release
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NCBC Contact: M.J. "Jekka" Ashman
901.523.3525
CCB Financial Contact: Eileen Sarro
919.683.7642
National Commerce Bancorp., CCB Financial to Merge
Agreement to Create Southeast's Premier High-Growth Banking Franchise
MEMPHIS, Tenn./ DURHAM, NC. (March 20, 2000, 4 a.m. EST.) -- National Commerce
Bancorporation (Nasdaq:NCBC) and CCB Financial Corporation (NYSE:CCB) today
announced they have signed a definitive merger of equals agreement creating the
Southeast's premier high-growth banking franchise. The combined company, which
will retain the name National Commerce Bancorporation, will be headquartered in
Memphis, Tennessee, with its operations headquarters in Durham, North Carolina.
The company will have assets of $15 billion and a pro forma market
capitalization of $4.2 billion.
Under the terms of the agreement, CCB Financial shareholders will receive 2.45
shares of NCBC common stock. The combined company's 20-seat board of directors
will be made up of 10 directors each from CCB and NCBC. The transaction will be
a tax-free exchange of shares and will be accounted for as a pooling-of-
interests.
Based upon National Commerce Bancorporation's closing share price on March 17,
2000, the transaction values each CCB Financial common share at $48.23, a
premium of 25 percent to CCB Financial's closing share price on that date.
Common stockholders of NCBC will have ownership of approximately 53 percent of
the combined company, while CCB Financial's common stockholders will own
approximately 47 percent.
The merger, which has been unanimously approved by the boards of directors of
both companies, is conditioned upon standard regulatory and shareholder
approvals and is expected to close in the third quarter of 2000.
Thomas M. Garrott, chairman and chief executive officer of NCBC, will become
chairman of the combined company, while Ernest C. Roessler, chairman and chief
executive officer of CCB Financial, will become chief executive officer of
National Commerce
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Bancorporation upon the closing of the transaction. Both Garrott and Roessler
will co-head the transition team, which will manage the integration of the new
company.
"This transaction builds on the strengths of two highly successful companies.
Both of our companies, which are ranked by USBanker magazine as being among the
top 10 performing banks in the country, have emphasized high earnings growth and
superior financial and shareholder returns," said Garrott.
"Tom and I share a vision and an operating philosophy of high growth regional
banking," commented Roessler. "This union of our two companies marries each of
their inherent strengths. NCBC has an unparalleled track record of generating
high-growth and returns in retail banking and is the preeminent innovator in the
area of in-store supermarket banking. CCB Financial has a long and demonstrated
record of building shareholder value and a core competency in high growth
commercial banking. In addition, both companies have developed highly
attractive non-bank businesses which will continue to drive the two companies'
exceptional growth rates while also diversifying the earnings streams," he said.
"In addition, our combined banking franchise will have top-tier market positions
in some of the fastest growing regional economies in the U.S., including the #1
position in deposit market share in the Research Triangle [Raleigh, Durham and
Chapel Hill, N.C.] and top-three market share positions in the Triad [Winston-
Salem, High Point and Greensboro, N.C.] and in Memphis," added Roessler. "Our
combined business model will be better balanced going forward to provide both
increased geographic and revenue diversification to our shareholders. Given our
conservative cost savings projections and near identical technology platforms,
we also believe that our transaction is low risk, especially since revenue
synergies we identified are excluded from the projections."
"By combining both of our companies' core competencies and best practices,"
added Garrott, "we can ensure that NCBC will maximize the financial, product and
cultural strengths of our attractive regional franchise. I look forward to
working with Ernie to sustain NCBC's high growth rate and in delivering to our
combined shareholders returns they associate with our respective companies,"
Garrott said.
NCBC will maintain its existing brand names in all markets outside the
Carolinas, while the combined company will operate as CCB in the Carolinas.
Senior managers who will report directly to Roessler include William R. Reed
Jr., chief operating officer; Sheldon M. Fox, chief financial officer; J. Scott
Edwards, chief administrative officer; and Lewis E. Holland, president of
financial enterprises. Other key members of the combined company's management
team include Richard L. Furr, who will serve as president of the banks in both
Carolinas, Virginia, and West Virginia; and David T. Popwell, executive vice
president for mergers and acquisitions.
It is estimated that the combined company will reduce its operating expenses by
approximately $50 million annually, representing 12 percent of its combined
expense base. National Commerce Bancorporation and CCB Financial have
emphasized, however, that while significant cost savings would be available
through the consolidation of back office and other non-customer-sensitive
functional areas, they have largely contiguous geographic franchises, mitigating
merger integration risk. The transaction is expected to be 18.8 percent
accretive to NCBC's estimated 2001 earnings per share based on FirstCall
estimates and assuming 85 percent phase-in of the anticipated merger synergies.
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National Commerce Bancorporation is a $7.3 billion-asset bank holding company
(excludes $500 million in assets in First Market Bank-Richmond, Va.) based in
Memphis, Tennessee. NCBC operates 162 branches in seven Southeastern states
(Tennessee, Virginia, North Carolina, Georgia, Arkansas, West Virginia and
Mississippi.)
CCB Financial, based in Durham, North Carolina, is an $8.2 billion-asset bank
holding company which operates 208 branches in the Southeastern states of North
and South Carolina. The Trust and Investment Management division has 16 offices
in the Carolinas, Virginia and Florida.
Credit Suisse First Boston provided a fairness opinion and served as advisor to
National Commerce Bancorporation, who was also advised by Morgan Stanley Dean
Witter. J.P. Morgan provided a fairness opinion and served as exclusive
financial advisor to CCB Financial.
Forward Looking Statements
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The matters discussed in this press release contain "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995 that
involve substantial risks and uncertainties. Actual results could differ
materially from those described in this press release. Factors that could cause
or contribute to these differences include, but are not limited to: the risk
that the businesses of NCBC and CCB may not be integrated successfully or within
the time frame envisioned, the risk that the expected financial results,
business opportunities and synergies anticipated to result from this business
combination will not be achieved or will fail to be achieved within the expected
time frame, and the various matters discussed under the heading "Management's
Discussion and Analysis of Financial Condition and Results of Operation" in
CCB's Annual Report on Form 10-K for the fiscal year ended December 31, 1999
(filed with the Securities and Exchange Commission ("SEC") on March 17, 2000)
and under the heading "Forward Looking Statements" in NCBC's Registration
Statement on Form S-4 (filed with the SEC on February 18, 2000).
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NOTE --- MEDIA CONFERENCE CALL:
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Monday, March 20, 1:00 p.m. EST.
Participant dial-in number is 888.209.3752 (Resv. # 14730184)
Thomas M. Garrott, NCBC chairman, and Ernest C. Roessler, chairman of CCB
Financial will answer questions about today's announcement. Please dial in
approximately 10 minutes prior to the conference call to assure connectivity.
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