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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 and Exchange Act of 1934
Date of Report (Date of earliest event reported) July 5, 2000
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NATIONAL COMMERCE BANCORPORATION
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(Exact name of registrant as specified in its charter)
Tennessee 0-6094 62-0784645
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
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 2. Acquisition or Disposition of Assets
Effective July 5, 2000, CCB Financial Corporation, a North Carolina
corporation ("CCB") merged (the "Merger") with and into National Commerce
Bancorporation, a Tennessee Corporation ("Registrant"), pursuant to an Agreement
and Plan of Merger, dated as of March 17, 2000 among Registrant and CCB (the
"Merger Agreement"). Pursuant to the Merger Agreement, each share of common
stock, par value $5.00 per share of CCB was converted into the right to receive
2.45 shares of common stock, par value $2.00 per share, of the Registrant, with
cash to be paid in lieu of fractional shares. The Merger Agreement is
incorporated by reference to the Current Report on Form 8-K/A of the Registrant
filed with the Securities and Exchange Commission on March 24, 2000.
The Registrant's Registration Statement on Form S-4 (Registration No.
333-35486), which was declared effective by the Securities and Exchange
Commission on May 8, 2000 (the "Registration Statement"), sets forth certain
information regarding the Merger, the Registrant and CCB, including but not
limited to, the date and manner of the merger, the nature and amount of
consideration paid by the Registrant therefor, the method used for determining
the amount of such consideration, the nature of any material relationships
between CCB and the Registrant or any officer or director of the Registrant or
any associate of any such officer or director, the nature of CCB's business and
the Registrant's intended use of the assets acquired in the Merger.
Item 5. Other Events.
A. Press Release
The Registrant made a publicly-disseminated press release on July 5, 2000,
a copy of which is attached to this Current Report on Form 8-K as an Exhibit and
is incorporated herein by reference.
B. Increase in Authorized Capitalization
In order to complete the Merger, Registrant's Charter was amended to
increase the number of shares of common stock authorized from 175,000,000 to
400,000,000 shares.
C. Restated Charter
On June 30, 2000 the Registrant filed an Amended and Restated Charter with
the Tennessee Secretary of State. A copy of the Amended and Restated Charter is
included as Exhibit 3.1 hereto and is incorporated by reference herein.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of Business Acquired
The financial statements of CCB as of December 31, 1999 and 1998 and
for each of the three years ended December 31, 1999, 1998 and 1997 are
incorporated by reference to the Registration Statement on Form S-4 of the
Registrant (Registration Statement No. 333-35486).
(b) Pro Forma Financial Information
The unaudited pro forma combined condensed financial information for
each of the three years ended December 31, 1999, 1998 and 1997 is incorporated
by reference to the Registration Statement on Form S-4 of the Registrant
(Registration Statement No. 333-35486).
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(c) Exhibits.
The following exhibits are filed pursuant to Item 601 of Regulation S-K:
Exhibit
Number Description
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2.1 Agreement and Plan of Merger dated March 17, 2000 (incorporated by
reference to Exhibit 2.1 of Current Report on Form 8-K/A filed by
Registrant on March 24, 2000 with the Securities and Exchange
Commission).
3.1 Copy of the Registrant's Amended and Restated Charter.
99.1 Press release dated July 5, 2000.
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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: July 11, 2000 By: /s/ Charles A. Neale
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Charles A. Neale
Senior Vice-President
and General Counsel
