<PAGE>
As filed with the Securities and Exchange Commission on March 27, 2000
Registration No. 333-30746
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
POSTEFFECTIVE AMENDMENT NO. 1 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>
<CAPTION>
Tennessee 6711 62-0784645
<S> <C> <C>
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number
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)
</TABLE>
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>
<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. 1 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 24, 2000
in connection with the Special Meeting of Piedmont shareholders to be held March
31, 2000.
NATIONAL COMMERCE BANCORPORATION
SUPPLEMENTAL INFORMATION
FOR PROXY STATEMENT/PROSPECTUS
DATED MARCH 27, 2000
The Registrant has supplemented the information contained in the proxy
statement/prospectus dated March 31, 2000 provided to the shareholders of
Piedmont Bancorp, Inc. in connection with the special meeting of the Piedmont
shareholders to be held March 31, 2000 to approve the merger of Piedmont with
and into NCBC. On March 24, 2000 NCBC filed a Supplement to Proxy
Statement/Prospectus which was distributed by express courier to the record
owners of Piedmont common stock on or about that date. A copy of the supplement
is attached hereto as Exhibit 99.1. The proxy statement/prospectus 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 the Commission on March 21, 2000.
. Definitive Proxy Statement on Schedule 14A in connection with the NCBC annual
meeting of shareholders to be held April 26, 2000, filed with the 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 dated as of March 17, 2000
and Stock Option Agreement between NCBC and CCB dated as of March 17, 2000,
filed with the Commission on March 24, 2000.
. Annual Report on Form 10-K, filed with the 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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Post-Effective Amendment No. 1 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 24, 2000.
National Commerce Bancorporation
By: /s/ Thomas M. Garrott
------------------------------------
Thomas M. Garrott
Chairman of the Board, President and
Chief Execution Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 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 and Chief March 24, 2000
Thomas M. Garrott Executive Officer (Principal Executive
Officer) and Director
/s/ Lewis E. Holland
- -------------------------------- Vice Chairman, Treasurer and Chief March 24, 2000
Lewis E. Holland Financial Officer (Principal Financial
Officer and Principal Accounting Officer)
and Director
/s/ Mark A. Wendel
- ------------------------------- Accounting Officer (Principal Accounting March 24, 2000
Mark A. Wendel Officer)
*
- ------------------------------- Director March 24, 2000
Frank G. Barton, Jr.
*
- ------------------------------- Director March 24, 2000
R. Grattan Brown, Jr.
*
- ------------------------------- Director March 24, 2000
Bruce E. Campbell, Jr.
*
- ------------------------------- Director March 24, 2000
John D. Canale, III
</TABLE>
II-1
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
*
- ------------------------------- Director March 24, 2000
James H. Daughdrill, Jr.
*
- ------------------------------- Director March 24, 2000
Thomas C. Farnsworth, Jr.
- ------------------------------- Director ________, 2000
R. Lee Jenkins
- ------------------------------- Director ________, 2000
W. Neely Mallory, Jr.
*
- ------------------------------- Director March 24, 2000
James E. McGehee, Jr.
*
- ------------------------------- Director March 24, 2000
Phillip H. McNeill, Sr.
*
- ------------------------------- Director March 24, 2000
Harry J. Phillips, Sr.
- ------------------------------- Director ________, 2000
J. Bradbury Reed
*
- ------------------------------- Director March 24, 2000
William R. Reed, Jr.
*
- ------------------------------- Director March 24, 2000
G. Mark Thompson
*By: /s/ Charles E. Neale
----------------------------
Charles E. Neale
As Attorney-in-Fact
</TABLE>
II-2
<PAGE>
Item 21. Exhibits and Financial Statement Schedules
The following exhibits are filed as part of this Post-Effective Amendment
No. 1 to the Registration Statement or are incorporated by reference herein:
23.1 Consent of Ernst & Young LLP (filed herewith)
23.2 Consent of KPMG Peat Marwick LLP (filed herewith)
23.3 Consent of KPMG Peat Marwick LLP (filed herewith)
99.1 Form of Piedmont Proxy (incorporated by reference to Registration
Statement on Form S-4, Registration No. 333-30746 as filed with the
Commission on February 18, 2000)
99.2 Supplement to Proxy Statement/Prospectus, dated March 23, 2000 (filed
herewith)
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. 1 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.
Ernst & Young LLP
Memphis, Tennessee
March 27, 2000
<PAGE>
EXHIBIT 23.2
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.
KPMG LLP
Raleigh, North Carolina
March 24, 2000
<PAGE>
EXHIBIT 23.3
The Board of Directors
CCB Financial Corporation:
We consent to incorporation by reference in the post-effective amendment No. 1
to the registration statement (No. 33-30746) on Form S-4 of National Commerce
Bancorporation of our report dated January 20, 2000, relating to the
consolidated balance sheets of CCB Financial Corporation and subsidiaries as of
December 31, 1999, and 1998, and the related consolidated statements of income,
shareholders' equity, and cash flows for each of the years in the three-year
period ended December 31, 1999, which report appears in the Form 8-K of National
Commerce Bancorporation dated March 27, 2000.
/s/ KPMG LLP
Raleigh, North Carolina
March 24, 2000
<PAGE>
EXHIBIT 99.2
PIEDMONT BANCORP, INC.
Supplement to Proxy Statement dated March 1, 2000
NATIONAL COMMERCE BANCORPORATION
Prospectus Supplement to Prospectus dated March 1, 2000
This document is furnished to you as a supplement to the Proxy
Statement/Prospectus provided you on or about March 3, 2000 in connection with
the proposed merger of Piedmont Bancorp, Inc. into National Commerce
Bancorporation and the special meeting of shareholders of Piedmont to be held
March 31, 2000 to approve such merger. The purpose of this document is to
provide you with additional information relating to NCBC and the merger that you
might consider important in determining how to vote your shares of Piedmont
common stock on the proposed merger at the special meeting.
On March 20, 2000, NCBC announced that it had entered into a definitive
agreement to merge with CCB Financial Corporation. CCB, based in Durham, North
Carolina, is an $8.2 billion asset New York Stock Exchange-listed bank holding
company which operates 208 branches in North Carolina and South Carolina. CCB's
Trust and Investment Management division has 16 offices in North and South
Carolina, Virginia and Florida. You may find additional information about CCB
on its Web site at http://www.ccbonline.com. The information and other content
contained on CCB's website is not a part of this Proxy Statement/Prospectus.
The following table sets forth certain summary pro forma financial
information for NCBC as if the NCBC/CCB merger had occurred on January 1, 1997.
Pro forma information is not indicative of future financial performance.
<TABLE>
<CAPTION>
1997 1998 1999
-------------------- --------------------- --------------------------
(Dollars in thousands, except per share data)
<S> <C> <C> <C>
Total assets $12,051,493 $13,830,644 $14,992,471
Deposits $ 9,429,099 $10,654,750 $11,212,925
Net interest income $ 472,171 $ 525,760 $ 568,590
Net income $ 167,878 $ 209,232 $ 258,057(1)
Earnings per share-basic $ .83 $ 1.03 $ 1.26(1)
Earnings per share-diluted $ .81 $ 1.01 $ 1.24(1)
--------
(1) Includes a net of $31 million of non-recurring pre-tax income ($19
million after tax) related to a $33 million pre-tax gain on the sale
of credit card receivables and $2 million for non-recurring pre-tax
merger related expenses. Pro forma 1999 earnings per share-diluted
would have been approximately $1.15 excluding the non-recurring items.
</TABLE>
Under the CCB merger agreement, CCB shareholders will receive 2.45 shares
of NCBC common stock for each share of CCB common stock they own. The merger is
intended to be a tax-free reorganization for federal income tax purposes and is
intended to be accounted for as a pooling-of-interests.
Based on the closing price of the NCBC common stock on the Nasdaq Stock
Market's National Market on March 17, 2000, the transaction value per share of
CCB common stock is $48.23, a premium of approximately 25% over the closing
price of the CCB common stock on the New York Stock Exchange on March 17, 2000.
At the 2.45 exchange ratio, and based on the number of shares of CCB and NCBC
currently outstanding, if the merger is completed CCB shareholders will own
approximately 47% of the outstanding common stock of the combined company, while
NCBC shareholders will own approximately 53%.
The combined company will retain the name "National Commerce
Bancorporation" and will be headquartered in NCBC's corporate headquarters in
Memphis, Tennessee. The operations headquarters of the combined company will be
in Durham, North Carolina. The combined company expects to operate under the
CCB brand name in the Carolinas and under the NCBC brand names in all markets
outside the Carolinas.
The Board of Directors of the combined company will consist of 20 members.
Initially, 10 members will be historical NCBC directors and 10 members will be
historical CCB directors. For a period of two years following consummation of
the merger, vacancies on the Board of Directors will be filled so as to preserve
the equal representation.
<PAGE>
Thomas M. Garrott, chairman and chief executive officer of NCBC, will be
the chairman of the board of directors and chairman of the executive committee
of the combined company. Ernest C. Roessler, chairman and chief executive
officer of CCB, will be the president and chief executive officer of the
combined company. Messrs. Garrott and Roessler will co-head the transition team
that will manage the integration of the companies. Other senior managers will
include:
<TABLE>
<CAPTION>
Name Current Position New Position
- -------------------- ------------------------------- ----------------------------
<S> <C> <C>
William R. Reed, Jr. Vice Chairman - NCBC Chief Operating Officer
Sheldon M. Fox Chief Financial Officer - CCB Chief Financial Officer
J. Scott Edwards Executive Vice President - CCB Chief Administrative Officer
Lewis E. Holland Chief Financial Officer - NCBC President of Financial
Enterprises
Executive Vice President for
David T. Popwell Executive Vice President - NCBC Mergers and Acquisitions
President of Carolina,
Richard L. Furr Executive Vice President - CCB Virginia and West Virginia
Banks
</TABLE>
The senior management of each of CCB and NCBC believes that the combined
company, including the Piedmont locations, will have the largest deposit market
share of any bank in the Research Triangle area of North Carolina and will be
among the top three in terms of deposits in the Triad area of North Carolina,
consisting of Winston-Salem, High Point and Greensboro, and in Memphis,
Tennessee. They believe that the business model of the combined company will
provide increased geographic and revenue diversification. Both institutions are
ranked by U.S. Banker magazine as being among the top ten performing banks in
the country. NCBC's core competency is in retail banking, particularly in-store
supermarket banking. CCB's core competency is high growth commercial banking.
Both institutions have diversified into non-bank businesses that diversify
revenues and enhance earnings growth.
The companies have estimated that following the merger they will reduce
operating expenses by approximately $50 million, representing approximately 12%
of their combined operating expenses. NCBC and CCB senior management believe
that because of their contiguous geographic franchises, merger integration risk
will be mitigated.
The merger was unanimously approved by the Boards of Directors of both NCBC
and CCB. The merger is conditioned upon standard regulatory approvals and
approval by the shareholders of both companies. Management of the companies
expects the merger to close in the third quarter of 2000.
Your vote continues to be important. A new proxy card is provided with
this supplement for your use if you desire to change your vote. If you have
already voted, you may change your vote by returning the new proxy card in the
enclosed postage prepaid envelope. In order to change your vote, your new proxy
card must be received prior to the time your existing proxy is exercised at the
Piedmont special meeting scheduled for 9:00 a.m. on March 31, 2000. If your
shares are held in "street name" and you have already instructed your broker how
to vote, you may change your vote by following the instructions of your broker.
If you have voted and don't change your vote in accordance with these
instructions, then your vote as originally cast will be counted. You may obtain
additional information about the process of changing your vote or submitting a
new proxy card by contacting Regan & Associates, Inc., Piedmont's proxy
solicitation firm, at 1-800-737-3426.
Piedmont's Board of Directors continues to believe that the merger is in
the best interests of its shareholders and continues to unanimously recommend
voting FOR approval of the merger agreement between Piedmont and NCBC and the
transactions provided for in the merger agreement.
This supplement to the proxy statement/prospectus is dated March 23, 2000
and was mailed to Piedmont shareholders on or about March 23, 2000.
<PAGE>
FORWARD-LOOKING STATEMENTS
The Private Securities Litigation Reform Act of 1995 provides a safe harbor
for forward-looking statements made by or on behalf of NCBC or Piedmont. All
statements in this supplement to proxy statement/prospectus and the documents
incorporated by reference to the proxy statement/prospectus that are not
historical facts or that express expectations and projections with respect to
future matters are "forward-looking statements" for the purpose of the safe
harbor provided by the Reform Act. We caution readers that such "forward-
looking statements," including, without limitation, those relating to future
business initiatives and prospects, revenues, working capital, liquidity,
capital needs, interest costs and income, wherever they occur in this document
or in other statements attributable to NCBC, Piedmont or both NCBC and Piedmont,
are necessarily estimates reflecting the best judgment of NCBC or Piedmont.
Such statements involve a number of risks and uncertainties that could cause
actual results to differ materially from those suggested by the "forward-looking
statements." "Forward-looking statements" should, therefore, be considered in
light of various important factors, including those set forth in this supplement
to proxy statement/prospectus. Important factors currently known to management
of NCBC or Piedmont that could cause actual results to differ materially from
those in "forward-looking statements" include significant fluctuations in
interest rates, inflation, economic recession, economic conditions in the
markets served by NCBC, CCB and Piedmont, significant changes in the federal and
state legal and regulatory environment, significant under-performance in NCBC's,
CCB's or Piedmont's portfolio of outstanding loans, competition in NCBC's, CCB's
and Piedmont's markets, inability to complete the proposed merger of CCB into
NCBC, inability to achieve a significant reduction in operating expenses after
the merger of CCB into NCBC, and an inability to successfully integrate CCB and
NCBC. Other factors set forth from time to time in NCBC's and Piedmont's
filings with the SEC should also be considered. NCBC and Piedmont undertake no
obligation to update or revise "forward-looking statements" to reflect changed
assumptions, the occurrence of unanticipated events or changes to future
operating results over time.
INCORPORATION OF DOCUMENTS FILED WITH THE SEC
The SEC allows NCBC and Piedmont to "incorporate by reference" in this
supplement to proxy statement/prospectus the information each company files with
the SEC, which means:
. incorporated documents are considered part of this supplement to proxy
statement/prospectus;
. NCBC and Piedmont can disclose important information to you by
referring you to those documents; and
. information that NCBC and Piedmont file with the SEC will
automatically update and supersede the information in this supplement
to proxy statement/prospectus and information that was previously
incorporated.
NCBC incorporates by reference the documents listed below which were filed
with the SEC under the Exchange Act:
(1) NCBC's Annual Report on Form 10-K for the year ended December 31,
1998, filed on March 26, 1999;
(2) NCBC's Quarterly Reports on Form 10-Q for the quarter ended March 31,
1999, filed on May 7, 1999, for the quarter ended June 30, 1999, filed
on August 13, 1999, and for the quarter ended September 30, 1999,
filed on November 9, 1999; and
(3) NCBC's Current Report on Form 8-K filed on March 21, 2000; and
(4) The description of NCBC Common Stock contained in the Registration
Statement on Form S-8 (Registration No. 33-38552), filed on
January 11, 1991.
Piedmont incorporates by reference the documents listed below which were
filed with the SEC under the Exchange Act:
(1) Piedmont's Annual Report on Form 10-K for the year ended June 30,
1999, filed on September 28, 1999;
<PAGE>
(2) Piedmont's Quarterly Reports on Form 10-Q for the quarter ended
September 30, 1999, filed on November 15, 1999 and for the quarter
ended December 31, 1999, filed on February 14, 2000; and
(3) Piedmont's Current Report on Form 8-K filed on February 11, 2000.
(4) The following sections of Piedmont's 1999 Annual Report to
Shareholders which accompanied the proxy statement/prospectus:
"Selected Financial Data" on page 2; "Management's Discussion and
Analysis" on pages 7 through 22 and "Quarterly Financial Data
(Unaudited)" on page 44.
NCBC also incorporates by reference each of the following documents that it
will file between the date of this document and the date of the special meeting:
. Reports filed under Section 13(a) and (c) of the Exchange Act;
. Definitive proxy or information statements filed under Section 14 of
the Exchange Act in connection with any subsequent shareholders
meeting; and
. Any reports filed under Section 15(d) of the Exchange Act.
This supplement proxy statement/prospectus incorporates certain NCBC and
Piedmont documents by reference which are not presented herein or delivered
herewith. Copies of the documents (other than exhibits to the documents, unless
the exhibits are specifically incorporated by reference into such documents) are
available without charge to any person, including any beneficial owner, to whom
this supplement 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.
