September 25, 1997
Dear NBC Shareholder:
On behalf of the Board of Directors, we cordially invite you to
attend a Special Meeting of the stockholders of NBC Capital Corporation
(the "Corporation"). The Special Meeting will be held beginning at
2:00 p.m., local time, on Tuesday, October 14, 1997, at National Bank
of Commerce of Mississippi, Starkville Banking Center, 301 E. Main,
Starkville, Mississippi.
The purpose of the Special Meeting is (a) to approve a proposal to
amend the Corporation's Restated Certificate of Incorporation to
increase the number of authorized shares of Common Stock from three
million (3,000,000) shares to ten million (10,000,000) shares; and
(b) to approve a proposal to provide stockholders certain preemptive
rights. Your Board of Directors believes that the proposed amendments
are in the Corporation's best interest because, among other reasons,
there will be authorized shares sufficient for the stock split
previously announced by the Corporation.
Enclosed is our Notice and Proxy Statement for the Special Meeting
which contain detailed information about the business to come before
the meeting. We urge you to review the Proxy Statement carefully.
Regardless of the number of shares you own, it is important that your
shares be represented and voted at the special meeting. Please take a
moment now to sign, date and mail the enclosed proxy card in the postage
prepaid envelope. Your Board of Directors recommends a vote "FOR" each
proposal.
We remain enthusiastic about the company's future and are gratified
by our stockholders' strong interest in NBC.
Sincerely,
L.F. Mallory, Jr. Bobby Harper
Chairman of the Board and Chairman of the Executive
Chief Executive Officer Committee
Committee
NBC Capital Corporation
P.O. Box 1187
Starkville, Mississippi 39760-1187
___________
Notice of Special Meeting of Stockholders
to be held on Tuesday, October 14, 1997
___________
Notice is hereby given that a Special Meeting of stockholders of
NBC Capital Corporation (the "Corporation") will be held beginning at
2:00 p.m. local time, on Tuesday, October 14, 1997, at the National
Bank of Commerce of Mississippi, Starkville Banking Center,
301 E. Main, Starkville, Mississippi:
(1) To consider and vote upon a proposal to amend Article 4 of
the Corporation's Restated Certificate of Incorporation to increase
the number of authorized shares of Common Stock from three million
(3,000,000) shares to ten million (10,000,000) shares; and
(2) To consider and vote upon a proposal to amend Article 5 of
the Restated Certificate of Incorporation to provide stockholders with
certain preemptive rights to purchase or subscribe to additional
shares of Common Stock or any other class of stock issued by the
Corporation, unless such shares are issued for consideration other
than cash to effect a merger or acquisition recommended by the Board
of Directors.
The Board of Directors has fixed the close of business on
September 15, 1997 as the record date for the determination of the
stockholders entitled to notice of, and to vote at, the Special
Meeting.
Your attention is directed to, and you are encouraged to carefully
read, the Proxy Statement accompanying this Notice of Special Meeting
for a more complete description of the proposals to be presented and
acted upon at the meeting.
The Board of Directors recommends a vote "FOR" the proposal to
amend Article 4 of the Corporation's Restated Certificate of
Incorporation to increase the number of authorized shares of Common
Stock from three million (3,000,0000) shares to ten million
(10,000,000) shares; and "FOR" the proposal to amend Article 5 of
the Corporation's Restated Certificate of Incorporation to provide
stockholders certain preemptive rights. Unless a contrary choice is
specified, proxies solicited by the Board of Directors will be
voted FOR each proposal.
All stockholders are cordially invited to attend the meeting in
person. Regardless of whether you plan to attend the meeting,
however, please sign and date the enclosed proxy card and return it
in the envelope provided as promptly as possible. A proxy may be
revoked at any time before it is voted at the meeting.
By Order of the Board of Directors
L.F. Mallory, Jr.
Chairman of the Board and Chief
Executive Officer
NBC CAPITAL CORPORATION
__________
PROXY STATEMENT
SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD OCTOBER 14, 1997
This proxy statement (the "Proxy Statement") is furnished to the
stockholders of NBC Capital Corporation (the "Corporation") in
connection with the solicitation of proxies on behalf of the Board of
Directors of the Corporation (the "Board"), for use at the Special
Meeting of Stockholders (the "Special Meeting") to be held at
2:00 p.m., local time, on Tuesday, October 14, 1997, at the National
Bank of Commerce of Mississippi, Starkville Banking Center,
301 E. Main, Starkville, Mississippi, and at any adjournments or
postponements thereof, for the purpose as set forth in the attached
Notice.
The mailing address of the Corporation's principal executive
offices is P.O. Box 1187, Starkville, Mississippi 39760-1187.
The Special Meeting
Only record holders of the common stock, $1.00 par value per
share, of the Corporation (the "Common Stock") on September 15, 1997
(the "Record Date") are entitled to notice of and to vote at the
Special Meeting. On the Record Date, there were outstanding
1,200,000 shares of Common Stock, with each share being entitled to
one vote on any matter to come before the Special Meeting. The
presence in person or by proxy of the holders of a majority of the
outstanding shares of Common Stock constitutes a quorum for the
Special Meeting.
Purpose of the Special Meeting
The purpose of the Special Meeting is to consider and vote upon
the following proposals:
(1) To amend Article 4 of the Corporation's Restated Certificate
of Incorporation to increase the number of authorized shares of
Common Stock from three million (3,000,000) shares to ten million
(10,000,000) shares; and
(2) To amend Article 5 of the Restated Certificate of
Incorporation to provide stockholders with certain preemptive rights
to purchase or subscribe to additional shares of Common Stock or any
other class of stock issued by the Corporation, unless such shares
are issued for consideration other than cash to effect a merger or
acquisition recommended by the Board of Directors.
Vote Required
The affirmative vote of the holders of a majority of the
outstanding shares of Common Stock entitled to vote at the Special
Meeting, assuming a quorum is present, is necessary for approval of
the proposal to amend Article 4 of the Certificate of Incorporation
to increase the number of authorized shares. The affirmative vote
of not less than seventy-five percent (75%) of the outstanding shares
of Common Stock entitled to vote at the Special Meeting is necessary
for approval of the proposal to amend Article 5 of the Certificate of
Incorporation to provide stockholders preemptive rights.
Directors and executive officers of the Corporation, who
beneficially own 426,904 shares (or approximately 35.6% of the
outstanding Common Stock) have indicated that they intend to vote
for each proposal. See "Beneficial Ownership by 5% Stockholders
and Management".
Voting Procedures
When a proxy card is returned properly signed and dated by a
stockholder, the shares represented thereby will be voted in
accordance with the instructions on the proxy card. If a stockholder
returns a properly signed and dated proxy card but does not mark the
boxes located on the card, the shares represented by that proxy card
will be voted "FOR" the proposals described herein. If a stockholder
neither returns a signed proxy card nor attends the Special Meeting
and votes in person, his or her shares will not be voted.
Each share of common stock of the Corporation outstanding on the
Record Date will be entitled to one vote on all matters. Since the
affirmative vote required for approval of each proposal is based on
the total outstanding shares of Common Stock, abstentions and broker
non-votes (which may occur where Common Stock is held in a brokerage
or bank account, and the beneficial owner of such Common Stock fails
to provide the broker or the bank with voting instructions as to such
shares) effectively count as votes against the proposals.
Revocability of Proxies
A stockholder may revoke his or her proxy at any time before it
is voted by attending the Special Meeting and voting in person, or
by delivering to the Corporation's Corporate Secretary at the
Corporation's principal executive offices referred to above, a
written notice of revocation or a duly executed proxy bearing a
date later than that of the previously submitted proxy.
Beneficial Ownership by 5% Stockholders and Management
The Corporation has no knowledge that, as of the Record Date, any
person beneficially owned, directly or indirectly, more than five
percent of the outstanding Common Stock, except as follows:
Amount and Nature of Percent
Name and Address of Beneficial Ownership as of Of Outstanding
Beneficial Owner the Record Date Common Stock
Estate of J.R. Scribner,[1]
Deceased
P.O. Box 840
Amory, Mississippi 230,567[2] 19.2
Employee Stock Ownership
Plan (of the Corporation) 83,839 7.0
[1] Sarah Scribner Prude, J.R. Scribner, Jr. and James R. Prude are
co-executors of the J.R. Scribner Estate, and members of the
Corporation's Board of Directors.
[2] Includes 30,482 shares held of record by the Scribner Equipment
Corporation Account as to which the three individuals mentioned in
note [1] above exercise voting powers as directors of Scribner
Equipment Corporation.
The following schedule sets forth (i) the amount of shares of
Common Stock beneficially owned by each director of the Corporation,
and (ii) the amount of shares of Common Stock beneficially owned by
the directors and executive officers of the Corporation as a group.
Amount and Nature of Percent
Name of Beneficial Ownership as of of Outstanding
Beneficial Owner the Record Date Common Stock
Mark A. Abernathy 1,192 .1
Robert A. Cunningham 16,358 1.4
J. Nutie Dowdle 9,184 .8
Clifton B. Fowler 1,418 .1
James C. Galloway, Jr. 2,501[1] .2
Hunter M. Gholson 16,209[2] 1.4
Bobby L. Harper 5,701 .5
Robert S. Jones 5,597 .5
Lewis F. Mallory, Jr. 18,042[3] 1.5
Robert D. Miller 6,420 .5
Edith D. Millsaps 3,190 .3
Ralph E. Pogue 3,896[4] .3
Thomas J. Prince, Jr. 2,610 .2
James R. Prude 272,133[5][6] 22.7
Sarah Scribner Prude 235,610[5] 19.6
Allen B. Puckett, III 34,945 2.9
Dr. James C. Ratcliff 1,437[7] .1
J. R. Scribner, Jr. 235,610[5] 19.6
Sammy J. Smith 1,119 .1
Henry S. Weiss 7,638 .6
E. Lloyd Wood 1,000 .1
_________________
All Officers and
Directors (as a group) 30* 426,904 35.6
*Includes only executive officers as designated by the Corporation's
Board of Directors.
[1] Includes 675 shares which beneficial owner has shared voting
and investment power.
[2] Includes 6,934 shares which beneficial owner has shared voting
and investment power.
[3] Includes 535 shares which beneficial owner has shared voting and
investment power.
[4] Includes 166 shares which beneficial owner has shared voting and
investment power.
[5] Includes shares held in J.R. Scribner Estate for which Director
may exercise voting control.
[6] Includes 20,783 shares for which beneficial owner serves as
trustee.
[7] Includes 372 shares which beneficial owner has shared voting and
investment power.
Cost of Solicitation
The cost of solicitation of proxies, including expenses incurred
in connection with preparing and mailing the Proxy Statement, will be
borne by the Corporation. The Corporation estimates that expenses
connected with solicitations of proxies for the Special Meeting will
not exceed $10,000. Proxies may be solicited by directors, officers
and regular employees by means of mail, telephone or personal contact,
as deemed appropriate, but without additional compensation therefor.
THE PROPOSALS
PROPOSAL 1: TO AMEND ARTICLE 4 OF THE CORPORATION'S RESTATED
CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF
AUTHORIZED SHARES OF COMMON STOCK
General
The Corporation's Restated Certificate of Incorporation currently
authorizes the issuance of a maximum of three million (3,000,000)
shares of Common Stock. The Board of Directors has adopted a
resolution proposing to amend Article 4 to increase the authorized
number of shares of Common Stock from three million (3,000,000)
shares to ten million (10,000,000) shares.
At the same time that it adopted Proposal 1, the Board of
Directors authorized a stock split of the Common Stock which would be
effected as a special distribution of three additional shares
of Common Stock for each share of Common Stock outstanding (the "Stock
Split"). Stockholders are not being asked to vote on the Stock Split;
however, the Stock Split will not take place unless Proposal 1 is
adopted and the authorized number of shares of Common Stock is
increased.
As of June 30, 1997, the Corporation had 1,200,000 shares of
Common Stock issued and outstanding, including shares held by the
Corporation's Employee Stock Option Plan (the "ESOP"). The remaining
1,800,000 authorized shares have not been issued. There are no
warrants or other obligations of the Corporation concerning the
issuance of additional shares.
Purpose and Effect of the Proposed Amendment
The Board of Directors believes that it is in the Corporation's
best interest to increase the number of shares of Common Stock which
the Corporation is authorized to issue in order to effect the Stock
Split. The Board of Directors also believes that the availability of
additional authorized but unissued shares will provide the Corporation
with the flexibility to issue Common Stock for other valid corporate
purposes that may be identified in the future, such as to raise equity
capital, and to make acquisitions through the use of stock. Other
than the Stock Split, the Board of Directors has no immediate plans,
understandings, agreements, or commitments to issue additional Common
Stock for any purpose.
The Board of Directors believes that the proposed increase in the
authorized Common Stock will make available sufficient shares for use,
taking into account the Stock Split, should the Corporation decide to
use its shares for one or more of such previously mentioned purposes
or otherwise. No additional action or authorization by the
Corporation's stockholders would be necessary prior to the issuance
of such additional shares, unless required by applicable law or the
rules of any stock exchange or national securities association trading
system on which the Common Stock may at that time be listed or quoted.
Of course, the Corporation may seek a further increase in authorized
shares from time to time in the future as considered appropriate by
the Board of Directors.
Effect of the Stock Split
No change in total stockholders' equity will result from the Stock
Split. The aggregate amount of capital represented by the outstanding
shares of Common Stock will be increased by $1.00 for each share
issued to effect the Stock Split and the Corporation's undivided
profits account will be reduced by the same amount. In addition, the
Corporation will incur certain expenses in connection with the Stock
Split, such as the cost of preparing and delivering to stockholders
new certificates representing additional shares.
The Corporation has been advised that, based on current tax law,
the Stock Split should not result in any gain or loss for Federal
income tax purposes. The tax basis of every share held before the
Stock Split will be allocated among the four shares held as a result
of the distribution, and the holding period of the new shares will
include the holding period of the shares with respect to which they
were issued. The laws of jurisdictions other than the United States
may impose income taxes on the issuance of the additional shares and
stockholders subject to such laws are urged to consult their tax
advisers.
PROPOSAL 2: TO AMEND ARTICLE 5 OF THE CORPORATION'S RESTATED
CERTIFICATE OF INCORPORATION TO PROVIDE STOCKHOLDERS PREEMPTIVE
RIGHTS
General
The Board of Directors has adopted a resolution proposing to amend
Article 5 of the Restated Certificate of Incorporation to provide
stockholders with certain preemptive rights to purchase or subscribe
to additional shares of Common Stock or any other class of stock
issued by the Corporation, unless such shares are issued for
consideration other than cash to effect a merger or acquisition
recommended by the Board of Directors.
Purpose and Effect of the Proposed Amendment
The Board of Directors has determined that adoption of Proposal 2
is in the best interest of the Corporation and its stockholders. The
preemptive rights provided by Proposal 2 would limit the ability of
the Corporation to dilute voting power by issuing additional shares of
Common Stock without first offering such shares to existing stockholders
in proportion to their current ownership. Absent preemptive rights (or
if stockholders should fail to exercise such rights) the issuance of
additional shares of Common Stock may have a dilutive effect on the book
value and earnings per share of the current outstanding Common Stock and
on the voting rights of existing shareholders. A dilution of voting
rights could have certain anti-takeover effects which include deterring
or defeating certain merger or tender offer proposals or other takeover
attempts which some or all of the stockholders may deem to be in their
best interests. Proposal 2 is not in response to management's knowledge
of any attempt by any third parties to take over or change control of
the Corporation.
The preemptive rights in Proposal 2 would not extend to the
issuance of shares used by the Corporation for the purpose of
effecting a merger or acquisition recommended by the Board of
Directors. An acquisition using stock issued by the Corporation
generally would increase the overall equity of the Corporation,
resulting in existing stockholders having a lesser percentage of
ownership of a larger amount of capital. The effect on the earnings
per share, book value per share and dividends per share of current
stockholders would be relative to the terms, conditions and quality
of the transaction. At this time there are no pending or contemplated
mergers or acquisitions.
RECOMMENDATION OF THE BOARD
The Board of Directors recommends a vote "FOR" the proposal to amend
Article 4 of the Corporation's Restated Certificate of Incorporation
to increase the number of authorized shares of Common Stock from three
million (3,000,000) shares to ten million (10,000,000) shares; and
"FOR" the proposal to amend Article 5 to provide stockholders
preemptive rights. Unless a contrary choice is specified, properly
signed and dated proxies returned to the Board of Directors will be
voted FOR each proposal.
OTHER MATTERS
At the date hereof, there are no other matters which the Board of
Directors intends to present or has reason to believe others will
present at the meeting.
By order of the Board of Directors.
/S/HUNTER M. GHOLSON
________________________
Hunter M. Gholson
Secretary
