<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[X] Preliminary Proxy Statement
[_] Confidential, for Use of Commission Only (as permitted by rule 14a-6(e)(2)
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
NBC CAPITAL CORPORATION
- --------------------------------------------------------------------------------
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
N/A
- --------------------------------------------------------------------------------
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transactions applies:
___________________________________________________________________
2) Aggregate number of securities to which transaction applies:
___________________________________________________________________
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
___________________________________________________________________
4) Proposed maximum aggregate value of transaction:
5) Total Fee Paid:
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
1) Amount Previously Paid: -------------------------------------------
2) Form, Schedule or Registration Statement No: ----------------------
3) Filing Party: -----------------------------------------------------
4) Date Filed: -------------------------------------------------------
<PAGE>
(CHAIRMAN'S LETTERHEAD)
March 20, 1998
Dear Fellow Shareholder:
On behalf of the Board of Directors, we cordially invite you to attend the 1998
Annual Meeting of shareholders of NBC Capital Corporation (the "Company"), the
holding company of National Bank of Commerce of Mississippi and National Bank of
Commerce of Tuscaloosa. The Annual Meeting will be held beginning at 5:00 p.m.,
local time, on Tuesday, April 14, 1998, at the National Bank of Commerce of
Mississippi, Starkville Banking Center, 301 East Main Street, Starkville,
Mississippi.
Enclosed is our Proxy Statement for the 1998 Annual Meeting in which we seek
your support for the proposals described therein. Also enclosed is our 1997
Annual Report.
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 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" the election as directors of those nominees named in the enclosed Proxy
Statement and the change of the Company's state of incorporation from Delaware
to Mississippi.
We are gratified by our shareholders' continued interest in NBC Capital
Corporation and pleased that in the past so many of you have voted your shares.
We hope that you will continue to do so and again urge you to return your proxy
card as soon as possible.
Sincerely,
L.F. Mallory, Jr.
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
<PAGE>
NBC CAPITAL CORPORATION
STARKVILLE, MISSISSIPPI
----------------------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON TUESDAY, APRIL 14, 1998
----------------------------------------------------
Notice is hereby given that the annual meeting of shareholders of NBC Capital
Corporation (the "Company"), the holding company of National Bank of Commerce of
Mississippi and National Bank of Commerce of Tuscaloosa, will be held beginning
at 5:00 p.m., local time, on Tuesday, April 14, 1998, at the National Bank of
Commerce of Mississippi, Starkville Banking Center, 301 East Main Street,
Starkville, Mississippi.
(1) To elect 21 directors to serve one year terms and until their
successors are elected and qualified.
(2) To consider and vote upon a proposal to change the state of
incorporation of the Company from the State of Delaware to the State
of Mississippi by adopting an Agreement and Plan of Merger dated
___________, 1998, providing for the merger of the Company into its
wholly-owned subsidiary incorporated under the laws of Mississippi.
(3) To transact such other business as may properly come before the Annual
Meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on Monday, March 9, 1998
as the record date for the determination of the shareholders entitled to notice
of, and to vote at, the Annual Meeting.
Your attention is directed to, and you are encouraged to carefully read, the
Proxy Statement accompanying this Notice of Annual Meeting for a more complete
description of the business to be presented and acted upon at the meeting.
All shareholders 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
/s/ Hunter M. Gholson, Secretary
---------------------
Starkville, Mississippi
March 20, 1998
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NBC CAPITAL CORPORATION
STARKVILLE, MISSISSIPPI
----------------------------------------------------
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD TUESDAY, APRIL 14, 1998
This proxy statement (the "Proxy Statement") is furnished to the shareholders of
NBC Capital Corporation (the "Company") in connection with the solicitation of
proxies on behalf of the Board of Directors of the Company (the "Board of
Directors" or the "Board"), for use at the annual meeting of shareholders (the
"Annual Meeting") to be held at 5:00 p.m., local time, on Tuesday, April 14,
1998, at the National Bank of Commerce of Mississippi, Starkville Banking
Center, 301 East Main Street, Starkville, Mississippi, and any adjournments or
postponements thereof.
The Company's principal executive offices are located at 301 East Main Street,
Starkville, Mississippi, 39759, and its telephone number is (601)323-1341.
This Proxy Statement, the attached proxy card and the Notice of Annual Meeting
were mailed to all shareholders entitled to vote at the Annual Meeting on or
about March 20, 1998. The Company's annual report to shareholders for the
fiscal year ended December 31, 1997 accompanies this Proxy Statement.
The purposes of the Annual Meeting are to:
(1) Elect 21 directors to serve one year terms and until their successors
are elected and qualified.
(2) Consider and vote upon a proposal to change the state of
incorporation of the Company from the State of Delaware to the State
of Mississippi by adopting an Agreement and Plan of Merger dated
___________, 1998, providing for the merger of the Company into its
wholly-owned subsidiary incorporated under the laws of Mississippi.
(3) Transact such other business as may properly come before the Annual
Meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on Monday, March 9, 1998
as the record date (the "Record Date") for the Annual Meeting. Only
shareholders of record at the close of business on that date will be entitled to
notice of, and to vote at, the Annual Meeting. On the Record Date, there were
4,800,000 shares of the Company's common stock, par value $1.00 per share (the
"Common Stock"), issued and outstanding. The Company has no other outstanding
class of securities.
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PROXY PROCEDURE
The Board of Directors solicits proxies so that each shareholder has the
opportunity to vote at the Annual Meeting. When a proxy card is returned
properly signed and dated by a shareholder, the shares represented thereby will
be voted in accordance with the instructions on the proxy card. A shareholder
may revoke his or her proxy at any time before it is voted by attending the
Annual Meeting and voting in person, or by delivering to the Company's Corporate
Secretary at the Company'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.
If a shareholder 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 enumerated herein. Otherwise, the signed
proxy card will be voted as indicated on the card. The proxy card also gives
the individuals named as proxies discretionary authority to vote the shares
represented on any other matter that is properly presented for action at the
Annual Meeting. If a shareholder neither returns a signed proxy card nor
attends the Annual Meeting and votes in person, his or her shares will not be
voted.
VOTING PROCEDURES
A majority of the votes entitled to be cast at the Annual Meeting constitutes a
quorum. A share, once represented for any purpose at the Annual Meeting, is
deemed present for purposes of determining a quorum for the remainder of the
Annual Meeting and for any adjournment of the Annual Meeting, unless a new
record date is set for the adjourned meeting. This is true even if the holder
of the share abstains from voting with respect to any matter brought before the
Annual Meeting.
Shareholders will be entitled to one vote for each share held, which may be
given in person or by proxy authorized in writing, except that shareholders may
cumulate their votes in the election of directors. Cumulative voting entitles a
shareholder to give one candidate a number of votes equal to the number of
directors to be elected, multiplied by the number of shares held by that
shareholder, or to distribute the total votes, computed on the same principle,
among as many candidates as the shareholder chooses. For example, if the number
of directors to be elected is five, a shareholder owning ten shares may cast ten
votes for each of five nominees, cast fifty votes for one nominee, or allocate
the fifty votes among the several nominees in any manner. The candidates
receiving the highest number of votes cast, up to the number of directors to be
elected, shall be elected. There are no conditions precedent to a shareholder
exercising cumulative rights.
With respect to any other matter to properly come before the Annual Meeting,
such other matter will be approved if the votes cast favoring such other matter
exceed the votes cast opposing such other matter, unless the Company's Articles
of Incorporation or Delaware law require a greater number of affirmative votes.
"Abstentions" and "broker non-votes" are counted only for purposes of
determining whether a quorum is present at the meeting.
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COST OF SOLICITATION
The cost of solicitation of proxies will be borne by the Company, including
expenses incurred in connection with preparing and mailing the Proxy Statement.
The initial solicitation will be by mail. The Company has retained ADP Investor
Communication Services ("ADP") to assist in the solicitation of proxies from
brokers and nominees of shareholders for the Annual Meeting. The Company
estimates that ADP's fees and expenses will not exceed $5,000, plus out-of-
pocket costs and expenses. Thereafter, proxies may be solicited by directors,
officers, and regular employees of the Company, by means of mail, telephone or
personal contact, but without additional compensation therefor. The Company
also will, in accordance with the regulations of the Securities and Exchange
Commission (the "Commission"), reimburse brokerage firms and other persons
representing beneficial owners of shares for their reasonable expenses in
forwarding solicitation material to such beneficial owners.
ELECTION OF DIRECTORS
The Board has nominated the individuals as shown in the following table for
election as Directors and, if elected, they shall serve until the 1999 annual
meeting or until their successors are duly elected and qualified. All of the
director nominees are currently directors of the Company.
Unless authority is expressly withheld on the proxy card, the proxy holders will
vote the proxies received by them for the 21 nominees for Director listed in the
following table, while reserving the right, however, to cumulate their votes and
distribute them among the nominees, at their discretion. If, for any reason,
one or more of the nominees named should not be available as a candidate for
director, an event that the Board of Directors does not anticipate, the proxy
holders will vote for such other candidate or candidates as may be nominated by
the Board of Directors, and discretionary authority to do so is included in the
proxy card. If shareholders attending the Annual Meeting cumulate their votes
such that all of the nominees named above cannot be elected, then the proxy
holders will cumulate votes to elect as many of the nominees named above as
possible.
The following table provides certain information about the nominees. The
information in the table has been furnished to the Company by the individuals
listed therein.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF ALL THE NOMINEES.
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<PAGE>
NOMINEES
<TABLE>
<CAPTION>
Director
Name and Address Age Since Business Experience During Past Five Years
- ---------------- --- -------- ------------------------------------------
<S> <C> <C> <C>
Mark A. Abernathy/(1)/ 41 1994 President and Chief Operating Officer, NBC Capital
2007 Woodlake Drive Corporation and National Bank of Commerce of Mississippi,
Starkville, MS Starkville, MS
Robert A. Cunningham /(1) (2)/ 52 1990 Planter, Brooksville, MS
340 Deerbrook Road
Brooksville, MS
J. Nutie Dowdle /(2)/ 54 1990 President, Dowdle Butane Gas Co., Inc. and Wholesale LP
521 Huckleberry Hills Gas Co., Columbus, MS
Columbus, MS
Clifton B. Fowler 49 1991 Vice President, NBC Capital Corporation and President,
1306 South Montgomery National Bank of Commerce of Mississippi,
Starkville, MS Starkville Banking Center, Starkville, MS
James C. Galloway, Jr. /(2)/ 45 1997 President, Galloway-Chandler - McKinney Insurance Agency,
551 Timber Creek Drive Inc., Columbus, MS
Columbus, MS President, Magnolia Financial Services Corporation
Columbus, MS
Hunter M. Gholson /(1)/ 65 1974 Attorney at Law, Gholson, Hicks & Nichols
110 6th Street North Columbus, MS and Secretary of the Board, NBC Capital
Columbus, MS Corporation and National Bank of Commerce of Mississippi
Bobby L. Harper /(1)/ 56 1977 Chairman of Executive Committee, NBC Capital
1524 Briarwood Circle Corporation and National Bank of Commerce of
Columbus, MS Mississippi and President, National Bank of Commerce of
Mississippi, Columbus Banking Center,
Columbus, MS
Robert S. Jones /(1)/ 66 1973 President, Fletcher-Jones, Inc., Columbus, Mississippi
803 19th Avenue North
Columbus, MS
Lewis F. Mallory, Jr. /(1)/ 55 1969 Chairman of the Board and Chief Executive Officer, NBC
513 Greensboro Street Capital Corporation and National Bank of Commerce of
Starkville, MS Mississippi, Starkville, MS
Robert D. Miller /(1) (2)/ 68 1975 Certified Public Accountant, R.D. Miller & Co., C.P.A.,
Treas Lake Road Aberdeen, MS
Aberdeen, MS
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
Director
Name and Address Age Since Business Experience During Past Five Years
- ---------------- --- -------- ------------------------------------------
<S> <C> <C> <C>
Edith D. Millsaps 73 1977 Chairman of the Board and Secretary-Treasurer, Millsaps
Mayhew Road Chevrolet-Pontiac-Buick-GMC Truck, Inc.,
Starkville, Ms Starkville, MS
Ralph E. Pogue 68 1979 Attorney at Law, Pogue and Faulks, Aberdeen, MS
Lakewood Street
Aberdeen, MS
Thomas J. Prince, Jr. 56 1990 Vice President, NBC Capital Corporation and President,
301 Bellview National Bank of Commerce of Mississippi, Aberdeen
Aberdeen, MS Banking Center, Aberdeen, MS
James R. Prude /(1)/ 44 1994 Independent Bank Consultant and Vice President, Scribner
4407 Southcrest Road Equipment Company, Inc., Amory, MS
Dallas, TX
Sarah Scribner Prude /(1)/ 71 1987 Secretary-Treasurer, Scribner Equipment Company, Inc.,
Highway 25 South Amory, MS
Amory, MS
Allen B. Puckett, III /(1) (2)/ 47 1987 President, Columbus Brick Company, Columbus, MS
Jolly Road
Columbus, MS
Dr. James C. Ratcliff /(2)/ 66 1978 Brooksville Medical Association, Brooksville, MS
East Depot Street
Brooksville, MS
J. R. Scribner, Jr. /(2)/ 70 1971 President, Scribner Equipment Company, Inc.,
Highway 25 South Amory, MS
Amory, MS
Sammy J. Smith /(2)/ 58 1977 Owner, Smith & Byars Men's Clothing, Starkville, MS
20 Tally Ho Drive
Starkville, MS
Henry S. Weiss /(1) (2)/ 67 1988 President, Industrial Fabricators, Inc., and Columbus
Waring Road Scrap Material Co., Inc., Columbus, MS
Columbus, MS
E. Lloyd Wood 69 1994 President, Lloyd Wood Construction, Inc.,
23 Ridgeland Tuscaloosa, AL
Tuscaloosa, AL
</TABLE>
- ------------------------------
(1) Member of Executive Committee
(2) Member of Audit Committee
6
<PAGE>
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Board meets on the second Wednesday of each month with the exception of
April, in which the Annual Stockholders Meeting is held. During the fiscal year
ended December 31, 1997, the Board met 11 times. Each such meeting was a
regular meeting. Each director attended at least 75% of the aggregate of all
meetings held by the Board and the committees on which he or she served, with
the exception of Directors James C. Ratcliff and E. Lloyd Wood.
The Board has established various committees, including the Executive Committee,
the Audit Committee, the Corporate Responsibility Committee, the Salary
Committee, and the Trust Investment Committee. These committees generally meet
either monthly or quarterly and at call. The reports and minutes of the
committees are received and considered by the Board at its regular meetings.
The Audit Committee supervises the Company's internal audit function and general
auditor, directs an examination of the Company's affairs at least annually and
reviews regulatory examination reports on the Company and its subsidiaries,
internal audit and loan review reports and audit reports issued by the Company's
independent auditors. The Audit Committee held four meetings during 1997.
The Salary Committee reviews and recommends salaries, bonuses and other
compensation of certain officers of the Company and its subsidiaries, reviews
and approves certain compensation plans and policies for employees of the
Company and its subsidiaries and administers the Company's executive
compensation plans. The Salary Committee also supervises compliance by the
Company and its subsidiaries with laws and regulations relating to hiring,
promotion and welfare and benefits of employees of the Company and its
subsidiaries and assists executive management with management development and
succession plans for the Company and its subsidiaries. The Salary Committee held
two meetings during 1997.
The Executive Committee has broad power and authority to consider issues and
make decisions on behalf of the Board of Directors. It does not have the power
to elect directors between annual meetings or to declare dividends.
Additionally, the Executive Committee would have no authority over matters
delegated to another committee by the Board. The Executive Committee held eleven
meetings during 1997.
COMPENSATION OF DIRECTORS
During 1997, each non-employee director of the Company received a $7,800
retainer, and $500 for attendance at each meeting of a committee of the Board of
Directors of which they were a member. In addition, the Secretary of the Board
received an additional retainer of $24,000 and each member of the Executive
Committee received an additional retainer of $6,900. Directors who are
employees of the Company are not compensated for serving on the Board of
Directors or any of its constituent committees.
7
<PAGE>
STOCK OWNERSHIP OF DIRECTORS, OFFICERS, AND PRINCIPAL SHAREHOLDERS
The following table shows, as of the Record Date, the number of shares of the
Company's Common Stock beneficially owned by (i) each person known by the
Company to be the beneficial owner of more than five percent (5%) of the
outstanding shares of Common Stock, (ii) all directors and nominees, (iii) all
named executive officers and (iv) all directors and executive officers as a
group. Unless otherwise noted, the named persons have sole voting and
investment power with respect to the shares indicated (subject to any applicable
community property laws).
<TABLE>
<CAPTION>
<S> <C> <C>
NAME NUMBER OF SHARES BENEFICIALLY OWNED /(A)/ PERCENTAGE OWNERSHIP/(B)/
---- ----------------------------------- --------------------
Estate of J. R. Scribner, Deceased 922,268 19.2%
P.O. Box 840
Amory, MS 38821
Employee Stock Ownership Plan 332,497 6.9
% National Bank of Commerce
P.O. Box 631
Columbus, MS 39703-0631
Mark A. Abernathy/(1)/ 4,840 *
Robert A. Cunningham/(2)/ 81,804 1.7
J. Nutie Dowdle 36,936 *
Clifton B. Fowler/(3)/ 11,227 *
James C. Galloway, Jr. 10,404 *
Hunter M. Gholson/(4)/ 65,336 1.4
Bobby L. Harper/(5)/ 23,225 *
Robert S. Jones 22,388 *
Lewis F. Mallory, Jr. /(6)/ 72,749 1.5
Robert D. Miller 24,880 *
Edith D. Millsaps 11,960 *
Ralph E. Pogue 15,584 *
Thomas J. Prince, Jr. /(7)/ 10,609 *
James R. Prude /(8) (9)/ 1,079,832 22.5
Sarah Scribner Prude /(8)/ 942,440 19.6
Allen B. Puckett, III/(10)/ 141,280 2.9
Dr. James C. Ratcliff /(11)/ 5,748 *
J. R. Scribner, Jr. /(8)/ 942,440 19.6
Sammy J. Smith 4,476 *
Henry S. Weiss /(12)/ 37,000 *
E. Lloyd Wood 4,000 *
Joel C. Clements /(13)/ 4,752 *
Richard T. Haston 400 *
Directors and executive officers as a group
(25 persons) /(14)/................................ 1,712,800 36.0%
</TABLE>
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* Less than one percent.
/(A)/ Includes shares as to which such person, directly or indirectly, through
any contract, arrangement, understanding, relationship, or otherwise has
or shares voting power and/or investment power as these terms are defined
in Rule 13d-3(a) of the Securities Exchange Act of 1934.
/(B)/ Based upon 4,800,000 shares of Common Stock outstanding.
/(1)/ Includes 8 shares held by the Employee Stock Option Plan with respect to
which director has voting power.
/(2)/ Includes 16,372 shares held in a trust with respect to which director has
shared voting and investment power and 54,548 shares owned by partnership
as to which director has sole voting and investment power.
/(3)/ Includes 520 shares held by the Employee Stock Option Plan with respect
to which director has voting power. Also, includes 160 shares for which
director serves as custodian for his child and exercises voting power;
however, he disclaims any beneficial ownership.
/(4)/ Includes 3,736 shares held in trust with respect to which director has
sole voting power and investment power.
/(5)/ Includes 22,804 shares held by the Employee Stock Option Plan with
respect to which the director has voting power.
/(6)/ Includes 31,544 shares held by the Employee Stock Option Plan with
respect to which the director has voting power.
/(7)/ Includes 5,296 shares held by the Employee Stock Option Plan with respect
to which the director has voting power.
/(8)/ Includes 922,268 shares held by Estate of J. R. Scribner with respect to
which named director has shared voting power.
/(9)/ Includes 74,432 shares held by trusts with respect to which Mr. Prude is
a trustee and as to which he has sole voting power.
/(10)/ Includes 29,888 shares held in a trust with which director has shared
voting and investment power. Includes 2,168 shares owned by a corporation
as to which director has sole voting and investment power. Also, includes
5,616 shares for which director serves as custodian for his children and
exercises voting power; however, for which he disclaims beneficial
ownership.
/(11)/ Includes 1,288 shares owned by director's wife and 200 shares owned by
director's granddaughter, as to which he disclaims beneficial ownership.
/(12)/ All shares held in a trust with respect to which director has sole voting
and investment power.
/(13)/ Includes 3,912 shares held by the Employee Stock Option Plan with respect
to which officer has voting power. Also, includes 104 shares owned by
officer's wife as to which he disclaims beneficial ownership.
/(14)/ Where shares of common stock are deemed to be beneficially owned by more
than one director and/or executive officer, they are included only once
in the total number of shares beneficially owned by all directors and
executive officers as a group.
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EXECUTIVE OFFICERS
The following table sets forth certain information with respect to the executive
officers of the Company.
<TABLE>
<CAPTION>
NAME OFFICER SINCE AGE POSITION WITH THE COMPANY
---- ------------- --- -------------------------
<S> <C> <C> <C>
Lewis F. Mallory, Jr. 1965 55 Chairman and Chief Executive Officer
Mark A. Abernathy 1994 41 President and Chief Operating Officer
Donald Bugea 1991 44 Executive Vice President and Investment Officer
Joel C. Clements 1983 50 Executive Vice President
Clifton Fowler 1990 49 President, Starkville Banking Center
Bobby Harper 1966 56 Chairman of the Executive Committee and
President, Columbus Banking Center
Richard T. Haston 1996 51 Executive Vice President and Chief Financial Officer
Thomas J. Prince, Jr. 1979 56 President, Aberdeen Banking Center
Rex Poole 1974 61 Executive Vice President and Trust Officer
</TABLE>
10
<PAGE>
The following is a brief summary of the business experience of each of the
executive officers of the Company:
<TABLE>
<CAPTION>
NAME BUSINESS EXPERIENCE
---- -------------------
<S> <C>
Lewis F. Mallory, Jr. Chairman of the Board and Chief Executive Officer, NBC Capital Corporation and National Bank of
Commerce of Mississippi
Mark A. Abernathy President and Chief Operating Officer, NBC Capital Corporation and National Bank of Commerce of
Mississippi
Executive Vice President and Chief Operating Officer, NBC Capital Corporation and National Bank of
Commerce of Mississippi 8/94 - 12/97
Regional Executive Officer, NationsBank 5/84 - 8/94
Donald Bugea Executive Vice President and Investment Officer, NBC Capital Corporation and National Bank of
Commerce of Mississippi
Joel C. Clements Executive Vice President, NBC Capital Corporation and National Bank of Commerce of Mississippi
Clifton Fowler President, Starkville Banking Center, National Bank of Commerce of Mississippi
Bobby Harper Chairman of the Executive Committee and President, Columbus Banking Center, National Bank Commerce
of Mississippi
Richard T. Haston Executive Vice President & Chief Financial Officer, NBC Capital Corporation and National Bank of
Commerce of Mississippi
Senior Vice President - Finance, NBC Capital Corporation and National Bank of Commerce of
Mississippi 9/96 - 12/96
Executive Vice President and Chief Financial Officer - Legacy Securities 4/96 - 9/96
President and Chief Financial Officer - Calibre Financial Group 6/93 - 3/96
Investment Executive - Paine Webber, Inc. 3/92 - 6/93
Thomas J. Prince, Jr. President, Aberdeen Banking Center, National Bank of Commerce of Mississippi
Rex Poole Executive Vice President and Trust Officer, National Bank of Commerce of Mississippi
Senior Vice President and Trust Officer, National Bank of Commerce of Mississippi
1/81 - 12/97
</TABLE>
PROPOSAL TO CHANGE STATE OF INCORPORATION
The following discussion summarizes the principal aspects of a proposed change
in the state of incorporation of NBC Capital Corporation from Delaware to
Mississippi (the "Reincorporation"). This summary is not intended to be complete
and is qualified in its entirety by reference to the Agreement and Plan of
Merger between NBC Capital Corporation and a newly-organized Mississippi
corporation of the same name ("NBC-Mississippi"), a copy of which is attached to
this Proxy Statement as Exhibit "A," and the Articles of Incorporation of NBC-
Mississippi, a copy of which is attached to this Proxy Statement as Exhibit "B."
CERTAIN DEFINITIONS:
In this discussion, the following terms will have the meanings indicated:
Company -- The continuing business enterprise.
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NBC-Delaware -- The existing corporate entity.
NBC-Mississippi -- The new corporate entity.
Agreement -- The Agreement and Plan of Merger between NBC-Mississippi and
NBC-Delaware (Exhibit A).
Articles -- The Articles of Incorporation of NBC-Mississippi (Exhibit B).
Charter Documents -- The Articles (defined above) and Bylaws of NBC-
Mississippi, and the Amended and Restated Certificate of Incorporation and
Bylaws of NBC-Delaware. (Copies of the last three documents are available for
inspection at the offices of the Company and will be sent to stockholders
upon request.)
UPON COMPLETION OF THE REINCORPORATION, THE NAME OF THE COMPANY WILL REMAIN "NBC
CAPITAL CORPORATION."
GENERAL
THE BOARD OF DIRECTORS BELIEVES THAT THE BEST INTERESTS OF THE COMPANY'S
STOCKHOLDERS WILL BE SERVED BY THE PROPOSED REINCORPORATION AND THEREFORE HAS
UNANIMOUSLY APPROVED AND RECOMMENDS THAT THE STOCKHOLDERS APPROVE THE
REINCORPORATION PROPOSAL.
The Reincorporation will be effected by merging NBC-Delaware into NBC-
Mississippi pursuant to the Agreement. THE SURVIVING CORPORATION WILL CONTINUE
UNDER THE NAME "NBC CAPITAL CORPORATION." Upon the effective date of the
Reincorporation, each outstanding share of NBC-Delaware Common Stock will be
converted automatically into one share of the common stock, par value $1.00 per
share, of NBC-Mississippi. IT WILL NOT BE NECESSARY FOR STOCKHOLDERS TO EXCHANGE
THEIR EXISTING STOCK CERTIFICATES FOR NEW STOCK CERTIFICATES. It is anticipated
that the Company's Common Stock will continue to trade on the local over-the-
counter market, without interruption, and that the local market will consider
the delivery of outstanding stock certificates as constituting "good delivery"
of shares of Company Common Stock in transactions subsequent to the
Reincorporation.
PRINCIPAL REASONS FOR REINCORPORATION
The Board of Directors believes that the Reincorporation is in the best
interests of the Company's stockholders. The Company was originally incorporated
in Mississippi in 1984 and reincorporated in Delaware in 1987 in order to take
advantage of what was believed to be a more beneficial corporation law in
Delaware than was believed to exist in Mississippi at that time. SUBSTANTIAL
MODERNIZATION AND REFORM OF THE MISSISSIPPI CORPORATION LAW SINCE 1987 HAS
ELIMINATED THE ADVANTAGES THAT
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WERE BELIEVED TO EXIST UNDER DELAWARE LAW IN 1987. ACCORDINGLY, THE COMPANY IS
NOT AWARE OF ANY COMPELLING REASONS TO REMAIN SUBJECT TO THE PROVISIONS OF THE
DELAWARE CORPORATION LAW. In addition, a return to Mississippi is believed to
offer the Company and its shareholders the advantages described below.
A substantial majority of the record holders of the Company's Common Stock are
residents of the State of Mississippi. Mississippi income tax law provides that,
for Mississippi income tax purposes, no gain will be recognized on the sale of
shares of corporations organized under the laws of the State of Mississippi that
have been held for more than one year. ACCORDINGLY, BY REINCORPORATING INTO THE
STATE OF MISSISSIPPI, THE BOARD OF DIRECTORS BELIEVES THAT IT WILL ENABLE ALL OF
THE COMPANY'S SHAREHOLDERS WHO ARE SUBJECT TO MISSISSIPPI INCOME TAX TO AVOID
PAYING MISSISSIPPI INCOME TAX ON SALES OF THEIR SHARES OF THE COMPANY'S COMMON
STOCK THAT HAVE BEEN HELD FOR MORE THAN ONE YEAR.
Currently, as a Delaware corporation that has its principal offices and
operations in Mississippi, the Company must pay franchise taxes to, and remain
in good standing in, both states. Although it transacts no substantial business
in Delaware, the Company currently pays approximately $6,600 in annual franchise
taxes to that state, all of which will be saved by reincorporating in
Mississippi, along with other administrative costs associated with remaining in
good standing in Delaware. If the Reincorporation is effected, the Company will
not incur any additional franchise tax liability in Mississippi.
The Reincorporation will increase the likelihood that litigation involving the
Company will be brought before courts located in Mississippi, which may be more
likely to consider the effects of such litigation on the economy and
constituents of Mississippi.
POST-REINCORPORATION OPERATIONS. Assuming the Reincorporation is approved by the
Company's shareholders and the Board of Governors of the Federal Reserve System,
the Company's principal regulator, the Reincorporation will be effective
immediately upon the filing of appropriate documentation with the Secretaries of
State of Mississippi and Delaware, which filings will be made as soon as
practicable following receipt of the necessary approvals.
The Reincorporation Proposal may be abandoned prior to its effective date,
either before or after stockholder approval, if circumstances arise which, in
the opinion of the Board of Directors, make Reincorporation inadvisable.
REINCORPORATION WILL CHANGE THE LEGAL DOMICILE OF THE COMPANY, BUT WILL NOT
CHANGE ITS NAME, BUSINESS, MANAGEMENT, CAPITALIZATION, ASSETS OR LIABILITIES OR
THE LOCATION OF ITS GENERAL OFFICES. As previously noted, there will be no
effect on outstanding shares (or certificates representing shares) of Company
Common Stock. Other Company benefit plans and arrangements will also be
continued upon the same terms and subject to the same conditions as previously
were in effect.
13
<PAGE>
RIGHTS OF DISSENTING STOCKHOLDERS
Under Delaware law, stockholders are entitled to dissent from the
Reincorporation and, if the Reincorporation is consummated, to receive cash from
the Company equal to the fair value of their shares of Company Common Stock. Any
stockholder who elects to dissent and demand payment of the fair value of his or
her shares must strictly comply with the applicable provisions of the Delaware
General Corporation Law, a copy of which is attached to this Proxy Statement as
Exhibit "C."
At the time the Reincorporation becomes effective in accordance with the laws of
Delaware, Mississippi and the United States (the "Effective Time"), the shares
of Company Common Stock held by a dissenting stockholder will be canceled and
such stockholder will be entitled to no further rights except the right to
receive payment of the fair value of such shares. However, if a dissenting
stockholder fails to perfect or withdraws or loses such stockholder's right to
dissent, such stockholder's shares will automatically convert to shares of NBC-
Mississippi.
If a stockholder elects to exercise such stockholder's right to dissent and
demands payment of the fair value of such stockholder's shares, such stockholder
must satisfy both of the following conditions, as well as the other applicable
procedural requirements: (i) the stockholder must deliver to the Company prior
to the Annual Meeting a written demand for appraisal of such stockholder's
shares, and (ii) the stockholder may not vote such shares in favor of the
Reincorporation.
Written demand for appraisal will be sufficient if it reasonably informs the
Company of the identity of the stockholder and that such stockholder intends
thereby to demand appraisal of his or her shares of Company Common Stock. All
written notices with respect to a stockholder's intent to demand payment of the
fair value of such stockholder's shares should be submitted to Richard T.
Haston, Treasurer and Assistant Secretary at P. O. Box 1187, Starkville,
Mississippi, 39760. A vote against the Reincorporation without prior delivery of
a written notice of intent to dissent is not sufficient to satisfy the notice
requirements of the Delaware General Corporation Law. Executed proxies that are
returned without specific instructions will be voted FOR the approval of the
Reincorporation. Accordingly, a stockholder wishing to dissent should be certain
to complete such stockholder's proxy appropriately.
Within ten days after the Effective Time, the Company will notify each
dissenting stockholder of the Effective Time. At any time within 60 days after
the Effective Time, a dissenting stockholder may withdraw such stockholder's
demand for appraisal.
If the Company and a dissenting stockholder do not agree upon the value of such
stockholder's shares, the Company or the dissenting stockholder may, within 120
days after the Effective Time, file a petition in a Delaware Chancery Court
demanding a determination of the value of the dissenting stockholder's shares of
Company Common Stock. The court will determine the fair value of the Company
Common Stock of the dissenting stockholder, without consideration of any element
of value arising from the Reincorporation, and the fair rate of interest, if
any, to be paid on the amount of fair value of such shares. The court will then
direct that the Company pay to the dissenting stockholder the amount of fair
value to which such stockholder is entitled, with
14
<PAGE>
interest as determined by the court. The court may determine the amount of the
costs of the proceeding, and may assess such costs against the parties as the
court deems equitable.
NO DIFFERENCES BETWEEN CHARTER DOCUMENTS OF NBC-DELAWARE AND NBC-MISSISSIPPI
The Charter Documents of NBC-Delaware and NBC-Mississippi do not differ in any
material respect.
DIFFERENCES BETWEEN THE CORPORATION LAWS OF MISSISSIPPI AND DELAWARE
The General Corporation Laws of the State of Delaware and the Business
Corporation Law of the State of Mississippi differ in many respects. However,
the Company's Board of Directors was advised by counsel to the Company in
connection with the Board's approval of the Reincorporation Proposal that none
of such differences were significant enough to the Company or its shareholders
to warrant consideration in connection with the decision to pursue the
Reincorporation. Accordingly, none of such differences are discussed in this
Proxy Statement.
FEDERAL INCOME TAX CONSEQUENCES
Except as set forth below, no gain or loss will be recognized to the holders of
Company Common Stock, to NBC-Mississippi or to NBC-Delaware as a result of the
Reincorporation and NBC-Mississippi will succeed, without adjustment, to all of
the tax attributes of NBC-Delaware. Each stockholder will have the same basis
and holding period in shares of Company Common Stock after the effective date of
the Reincorporation as immediately prior to such date.
The receipt of cash pursuant to the exercise of dissenters' rights for shares of
Company Common Stock will be a taxable transaction for federal income tax
purposes to stockholders receiving such cash. A dissenting stockholder will
recognize gain or loss measured by the difference between the cash received and
such stockholder's adjusted tax basis in the shares of Company Common Stock
exchanged therefor.
The federal income tax discussion set forth above is for general information
only. Although it is not anticipated that federal, state or local income tax
consequences to individual stockholders will vary from the federal income tax
consequences described above, stockholders should consult their own tax advisors
as to the effect of the Reincorporation under federal, state or local income tax
laws.
VOTE REQUIRED
The affirmative vote of the holders of record of at least two-thirds of the
outstanding shares of Company Common Stock, with each share entitled to one
vote, is required for approval of the proposed Reincorporation. A vote for the
proposal will constitute specific approval for all transactions and proceedings
related to the Reincorporation described in this Proxy Statement.
15
<PAGE>
The persons designated in the enclosed Proxy will vote your shares FOR approval
unless instructions to the contrary are indicated in the enclosed Proxy.
EXECUTIVE COMPENSATION
No executive officer ceased to serve as such at any time during the fiscal year
ended December 31, 1997. The following table sets forth the compensation for
services in all capacities to the Company for the fiscal years ending December
31, 1997, 1996 and 1995, of the Chief Executive Officer of the Company and each
of the four most highly compensated executive officers of the Company other than
the Chief Executive Officer:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Name and Principal All Other
Position Year Salary Bonus Compensation*
-------- ---- ------ ----- -------------
<S> <C> <C> <C> <C>
Lewis F. Mallory, Jr. 1997 $253,000 $ 88,550 $5,274 **
Chairman of the Board and Chief Executive Officer 1996 248,000 101,340 5,743
1995 234,000 72,540 6,050
Mark A. Abernathy 1997 153,000 50,490 4,864 **
President and Chief Operating Officer 1996 150,000 43,500 5,747
1995 144,200 38,934 N/A
Joel C. Clements 1997 107,202 33,769 3,698 **
Executive Vice President 1996 105,100 25,224 4,231
1995 101,140 23,262 4,037
Richard T. Haston 1997 108,000 32,400 N/A
Executive Vice President and Chief Financial Officer 1996 27,415/(1)/ 6,580 N/A
1995 N/A N/A N/A
Bobby L. Harper 1997 106,124 32,767 3,429 **
Chairman, Executive Committee 1996 96,200 23,088 3,880
1995 92,600 21,298 3,954
</TABLE>
____________________________________
/(1)/ Mr. Haston joined the Company on September 30, 1996.
16
<PAGE>
* This amount includes, for the years 1997, 1996 and 1995:
[a] the amounts contributed by the Company on behalf of the named
executives to the Company's 401-K Thrift Plan, and
[b] the Company's contribution to the Company's Employee Stock
Ownership Plan.
** The Employee Stock Ownership Plan portion of the 1997 "All Other
Compensation" is a good faith estimate since allocation data has not been
received from the actuarial firm responsible for administrative record
keeping for the ESOP. The 1995 and 1996 amounts reflect actual amounts.
EMPLOYMENT AGREEMENTS
The Company is a party to an Executive Employment Agreement with its Chief
Executive Officer, Mr. Lewis F. Mallory, Jr. The Agreement, which expires on
December 31, 1998, provides Mr. Mallory with continued employment for a period
of five years from the date of a material change of ownership of the Company and
ensures that during said period of employment, his salary, bonuses, and benefits
are at least equal to those currently paid by the Company. In the event of a
change in control of the Company (defined as sale, transfer or exchange of 80%
or more of the capital stock), the Company is required to pay Mr. Mallory a
termination benefit equal to three times his average annual compensation paid
during the five calendar years preceding such change in control. In the absence
of a material change in ownership or change in control, Mr. Mallory's employment
may be terminated by the Company at the discretion of the Board of Directors.
BENEFIT PLANS
DEFINED BENEFIT PLAN
The Company maintains a retirement plan for employees who are 21 years or older
who have completed at least one year of service. The following table specifies
the estimated benefits payable upon retirement at age 65 under the plan to
persons in the following remuneration and years of service classifications. The
benefits are computed based upon a "life and 10 years certain" basis.
YEARS OF SERVICE
-------------------------------------------------------
5 Year Average
Annual Earnings 10 20 30 40 45
- --------------- -- -- -- -- --
$50,000 $ 7,285 $14,570 $21,854 $24,915 $25,540
75,000 11,660 23,320 34,979 39,790 40,727
100,000 16,035 32,070 48,104 54,665 55,915
125,000 20,410 40,820 61,229 69,540 71,102
160,000 or more 25,135 50,270 75,404 90,365 92,365
Benefits payable under the retirement plan are based on a formula that takes
into account the individual's average compensation using the five highest
earnings years and the number of years of credited service. Average compensation
includes the salaries of executive officers set forth in the Summary
Compensation Table but excludes bonuses and contributions by the Company to
employee benefits plans.
Benefits under the retirement plan are fully vested upon completion of a stated
period of service. Benefits are not subject to any deduction for Social Security
benefits or other offset amounts and are payable at age 65.
17
<PAGE>
Credited years of service for those officers whose compensation is disclosed in
the summary compensation table follows:
CREDITED YEARS OF SERVICE YEAR INDIVIDUAL
AS OF JANUARY 1, 1998 REACHES AGE 65
NAME --------------------- --------------
----
Lewis F. Mallory, Jr. 32.583 2008
Mark A. Abernathy 3.000 2022
Joel C. Clements 14.000 2012
Richard T. Haston 1.000 2011
Bobby L. Harper 31.250 2006
LONG TERM INCENTIVE AWARDS
The Company provides a phantom stock benefit plan whereby the value of shares of
the Company's common stock has been assigned for the benefit of Messrs. Mallory
and Abernathy, respectively, payable upon the earlier of their disability,
death or normal retirement at age 65. Under the terms of the plan, retirement
payments will be equal to the fair market value of the stock plus any cash or
stock dividends paid since the adoption of the plan. The December 31, 1997
values of Messrs. Mallory's and Abernathy's interests in the plan are reflected
below:
<TABLE>
<CAPTION>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END
OPTION/SAR VALUES
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
SHARES VALUE OPTIONS/SARS AT FISCAL IN-THE-MONEY OPTIONS/SARS
ACQUIRED ON REALIZED YEAR-END (#) AT FISCAL YEAR-END ($)
NAME EXERCISE (#) ($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
---- ------------ -------- ------------------------- -------------------------
<S> <C> <C> <C> <C>
Lewis F. Mallory , Jr. 0 0 0 0 [E]
218,383 [U]
Mark A. Abernathy 0 0 0 0 [E]
67,485 [U]
</TABLE>
SALARY COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Salary Committee of the Board of Directors of the Company is responsible for
approving the salaries of the executive officers who are also directors of the
Company as well as reviewing the compensation of the other executive officers.
For 1997, members of this committee, which reports its recommendations to the
full Board, were Robert S. Jones (Chairman), J. Nutie Dowdle, Hunter M. Gholson,
Robert D. Miller, James R. Prude, Sarah Scribner Prude, Allen B. Puckett, III,
J. R. Scribner, Jr. and Henry S. Weiss. All members of the committee are non-
employee directors.
18
<PAGE>
The Committee develops its recommendations after reviewing information compiled
by The Wyatt Company, an actuarial and consulting company with offices in
principal cities around the world. The Wyatt Company annually provides
recommended salary adjustments on all of the Company's salaried positions. The
Wyatt Company was retained in 1985 to design and implement a Salary
Administration Program which would provide a basis for paying fair and
competitive salaries throughout the Company, while including a pay for
performance philosophy as an underlying principle.
It is the policy of the Company to pay fair and equitable salaries based on the
relative value of each position to the Company, giving due consideration to
compensation paid for comparable work by peer companies of similar size and
financial performance in its geographical area. The Company's policy is
intended to foster the following goals: (1) attract and retain highly qualified
individuals by paying salaries which are competitive in the market place, (2)
provide maximum motivation to employees by paying salaries within the latitude
of established salary grade ranges, based on individual job performance and (3)
promote a progressive work force through which the Company can attain its
objectives.
To support the Company in these goals, The Wyatt Company annually surveys the
market to determine the value of each salaried position. This survey data, the
individual's level of responsibility, the length of experience at this level,
job performance (reviewed annually using a formal management performance
appraisal process), and the Company's financial performance become components of
a written salary recommendation provided by The Wyatt Company. The Salary
Committee evaluates The Wyatt Company's recommendations, gives additional
consideration to recommendations of the CEO for subordinate executive officers,
and makes adjustments as necessary to maintain internal equity in keeping with
budgetary considerations. The Committee's action is subject to approval by the
full Board of Directors, excluding those Directors who also serve as officers.
The Board of Directors did not modify or reject in any material way any action
or recommendation of the Salary Committee for 1997.
Based upon the Salary Committee's recommendation, the Board of Directors has
established a discretionary bonus policy which distributes to all staff
(excluding certain executive officers) a portion of earnings exceeding a
specific annual income goal. For general staff, participation in such bonus
pool, if any, is determined by the pro rata share to total participating
salaries of all staff participating in the bonus pool.
The Chief Executive Officer and certain other executive officers of the Company,
including those executives whose compensation is disclosed in the Summary
Compensation Table, participate in a separate bonus plan based upon the
attainment of certain pre-determined goals. Their plans were developed to
optimize the profitability and growth of the Company and motivate certain
executive personnel of the Company through the award of compensation based on
the attainment of stated performance objectives. The Chief Executive, Chief
Operating and the Chief Financial Officers' bonus is based upon the attainment
of the consolidated corporate income goal, as well as a specific annual return
on average asset goal. The other executive officers participate in a plan that
is based upon the attainment of the consolidated corporate income goal and
certain performance goals for their respective areas of responsibility. All
individual goals support achieving the overall corporate goals.
19
<PAGE>
Incentive compensation awards for 1997 were predicated upon the Company reaching
a minimum threshold of performance. The minimum performance threshold was
exceeded and actual performance, as provided for by the plan, was utilized to
calculate the incentive awards payable to participants. The committee was
responsible for the approval of all awards under the plan, which include a total
of $237,976 awarded to Messrs. Mallory, Abernathy, Clements, Haston and Harper
as participants during 1997. Of this amount, $88,500 was awarded to Mr.
Mallory, which represents an amount equal to 35% of his salary.
Salary Committee of the Board of Directors,
Robert S. Jones, Chairman Robert D. Miller Allen B. Puckett, III
J. Nutie Dowdle James R. Prude J. R. Scribner, Jr.
Hunter M. Gholson Sarah Scribner Prude Henry S. Weiss
MARKET COMPARISONS
The Securities and Exchange Commission requires that the Company include in its
Proxy Statement a line graph presentation comparing cumulative, five-year
shareholder returns on an indexed basis with a performance indicator of the
overall stock market and either a nationally recognized industry standard or an
index of peer companies selected by the Company. The broad market index used in
the graph is the NASDAQ Market Index. The Company has chosen to use Media
General Financial Services Industry Group 045-EAST SOUTH CENTRAL BANKS as its
peer group index. A list of the companies included in that index follows the
graph presentation.
The graph presentation assumes that $100 was invested in shares of relevant
issuers on January 1, 1993, and the dividends were immediately invested in
additional shares. The value of the initial $100 investment is shown at one
year intervals for a five year period ending 12/31/97. For purposes of
constructing this data, the returns of each component issuer have been weighed
according to that issuer's market capitalization.
FIVE-YEAR CUMULATIVE TOTAL RETURN OF THE COMPANY, NASDAQ MARKET
AND MG GROUP INDEX
[Add 5-year Performance Graph]
COMPANY/INDEX 1993 1994 1995 1996 1997
- ----------------------------------------------------------------------------
Company 136.57 165.06 208.33 241.78 332.79
NASDAQ Market 119.95 125.94 163.55 202.99 248.30
MG Group 105.70 106.13 142.61 184.25 326.12
20
<PAGE>
MG INDUSTRY GROUP 045-EAST SOUTH CENTRAL BANKS:
-----------------------------------------------
ALABAMA NATIONAL BANCORP COMPASS BANCSHARES INC PEOPLES FIRST CORP
AMSOUTH BANCORPORATION DEPOSIT GUARANTY CORP PEOPLES HOLDING CO
AREA BANCSHARES CORP EUFAULA BANCCORP INC PREMIER FINANCIAL BANCP
BANCO CENTRAL HISPANO SA FARMERS CAPITAL BANK CP REGIONS FINANCIAL CORP
BANCO RIO DE LA PLATA SA FIRST AMERICAN CORP TN S.Y. BANCORP INC
BANCORPSOUTH INC FIRST M & F CORPORATION SOUTH ALABAMA BANCORP
BRITTON & KOONTZ CAP CP FIRST TENNESSEE NATL CP SOUTHTRUST CORP
CBT CORP HANCOCK HOLDING CO TRANS FINANCIAL INC
COLONIAL BANCGROUP CL A MID AMERICA BANCORP TRUSTMARK CORP
COMMUNITY FINANCIAL GRP NATIONAL COMMERCE BANCP UNION PLANTERS CORP
COMMUNITY TRUST BNCP INC PEOPLES BANCTRUST CO
This peer group is different from the peer group that was used for the stock
performance graph that appeared in the Company's 1996 proxy statement due to the
fact that nine members of the 1996 peer group were deleted. The most probable
reason for a deletion is because the company was acquired during the year. The
one addition to the 1997 peer group was Banco Rio De La Plata SA., which has an
office in San Juan, Puerto Rico. The performance of the peer group was not
materially altered as a result of these changes.
SALARY COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION IN COMPENSATION DECISIONS
All members of the Salary Committee are non-officer directors. Member Hunter M.
Gholson is a partner in a law firm which was retained by the Company during 1997
and which is anticipated to be retained during 1998. During 1997, no executive
officer of the Company or any of its subsidiaries served as a member of the
salary committee (or other board or committee performing similar functions) or
the board of directors of another entity, one or more of whose executive
officers served on the Executive Committee or the Board of Directors of the
Company.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During the calendar year 1997, the law firms of Gholson, Hicks and Nichols
rendered legal services both to the Company and its subsidiaries and billed for
those services, for which they were compensated. Director Gholson is associated
with Gholson, Hicks and Nichols, a professional association. Gholson, Hicks, and
Nichols received a total of $67,958 in legal fees from the Company during the
calendar year 1997.
INDEBTEDNESS OF RELATED PARTIES
Certain directors and officers of the Company, businesses with which they are
associated, and members of their immediate families are customers of the Company
and had transactions with the Company in the ordinary course of its business
during the years ended December 31, 1997 and 1996. As of December 31, 1997 the
aggregate principal amount of indebtedness (including unfunded commitments) owed
to the Company by Company management and these related parties was $8,742,000.
This indebtedness comprised approximately 2.2% of the total currently
outstanding loans, net of unearned interest, as of December 31, 1997. In the
opinion of the Board of Directors, such transactions were made in the ordinary
course of business, were made
21
<PAGE>
on substantially the same terms, including interest rates and collateral, as
those prevailing at the time for comparable transactions with other persons, and
do not involve more than the normal risk of collectibility or present other
unfavorable features.
INDEPENDENT PUBLIC ACCOUNTANTS
The Company's consolidated financial statements for the year ended December 31,
1997 were audited by the firm of T. E. Lott and Company. T. E. Lott and
Company will remain as the Company's independent public accountants until
replaced by the Board.
A representative of T. E. Lott and Company is expected to be present at the
Annual Meeting, with the opportunity to make any statement he or she desires at
that time, and will be available to respond to appropriate questions.
OTHER MATTERS
Management of the Company is not aware of any other matters to be brought before
the Annual Meeting. However, if any other matters are properly brought before
the Annual Meeting, the persons named in the enclosed form of proxy will have
discretionary authority to vote all proxies with respect to such matters in
accordance with their judgment.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company's directors, executive
officers, and any person beneficially owning more than ten percent of the
Company's Common Stock to file reports of securities ownership and changes in
that ownership with the Commission. Officers, directors and greater than ten
percent shareholders also are required by rules promulgated by the Commission to
furnish the Company with copies of all Section 16(a) forms they file.
Based solely upon a review of the copies of such forms filed during 1997, the
Company believes that during the fiscal year ended December 31, 1997, its
officers, directors and greater than ten percent beneficial owners complied with
all applicable Section 16(a) filing requirements.
PROPOSALS OF SHAREHOLDERS FOR THE 1999 ANNUAL MEETING
At the annual meeting each year, the Board of Directors submits to shareholders
its nominees for election as directors. In addition, the Board of Directors may
submit other matters to the shareholders for action at the annual meeting.
Shareholders of the Company may also submit proposals for inclusion in the proxy
material. Proposals of shareholders intended to be presented at the 1999 annual
meeting of shareholders must be received by Lewis F. Mallory, Jr., Chairman of
the Board and Chief Executive Officer of the Company at 301 East Main Street,
Starkville, Mississippi 39759, no later than Friday, December 11, 1998 in order
for such proposals to be considered for inclusion in the proxy statement and
form of proxy relating to such meeting.
22
<PAGE>
AVAILABILITY OF ANNUAL REPORT ON FORM 10-K
The annual report to shareholders containing financial statements for the
Company's 1997 fiscal year accompanies this Proxy Statement. However, the
annual report does not form any part of the material for the solicitation of
proxies.
Upon the written request of any record holder or beneficial owner of the shares
entitled to vote at the Annual Meeting, the Company, without charge, will
provide a copy of its annual report on Form 10-K for the year ended December 31,
1997, which will be filed with the Securities and Exchange Commission on or
before March 31, 1998. Requests should be mailed to Richard T. Haston,
Treasurer and Assistant Secretary at P.O. Box 1187, Starkville, Mississippi,
39760.
23
<PAGE>
EXHIBIT A
AGREEMENT AND PLAN OF MERGER MERGING NBC
CAPITAL CORPORATION, A DELAWARE CORPORATION,
INTO NBC CAPITAL CORPORATION, A MISSISSIPPI
CORPORATION, PURSUANT TO ARTICLE 11 OF THE
MISSISSIPPI BUSINESS CORPORATION ACT,
(S) 79-4-1.01, ET SEQ. OF THE MISSISSIPPI CODE OF 1972
Agreement and Plan of Merger made __________________between NBC CAPITAL
CORPORATION, a corporation organized under the laws of the State of Delaware
("NBC-Delaware"), and NBC CAPITAL CORPORATION, a corporation organized under the
laws of the State of Mississippi ("NBC-Mississippi").
R E C I T A L S:
A. The total number of shares of stock which NBC-Mississippi is authorized
to issue is ten million shares of common stock, $1.00 par value (the "NBC-
Mississippi Common Stock").
B. The total number of shares of stock which NBC-Delaware is authorized to
issue is ten million shares of common stock, $1.00 par value (the "NBC-Delaware
Common Stock").
C. The Boards of Directors of the respective corporations deem it
desirable and in the best interest of the corporations and their shareholders
that NBC-Delaware be merged into NBC-Mississippi. In consideration of the mutual
covenants and promises of the parties hereto, the Constituent Corporations
agree, pursuant to the above referenced statutes, that NBC-Delaware shall be
merged into NBC-Mississippi; and the parties agree to and prescribe the terms
and conditions of such merger, the method of carrying it into effect, and the
manner of converting the shares of NBC-Delaware into shares of NBC-Mississippi,
as hereinafter set forth.
<PAGE>
ARTICLE I
THE MERGER, THE SURVIVING CORPORATION
AND THE EFFECTIVE DATE
1. As soon as practicable following the fulfillment (or waiver, to the
extent permitted therein) of the conditions specified in Article IV hereof, NBC-
Delaware shall be merged into and with NBC-Mississippi (the "Merger"), which
shall survive the merger.
2. The date on which the merger occurs and becomes effective is hereby
defined to be and is hereinafter called the Effective Date. The Merger shall
occur and be effective upon the time and date of filing of such documents as may
be required under applicable law. NBC-Mississippi, as the surviving corporation
(hereinafter as such called the "Surviving Corporation"), shall continue its
corporate existence under the laws of the State of Mississippi. On the Effective
Date, the separate existence and corporate organization of NBC-Delaware, except
insofar as it may be continued by operation of law, shall be terminated and
cease.
ARTICLE II
ARTICLES OF INCORPORATION, BYLAWS, DIRECTORS
AND OFFICERS OF THE SURVIVING CORPORATION
1. The Articles of Incorporation of NBC-Mississippi shall be the Articles
of Incorporation of the surviving corporation, until amended or repealed in
accordance with the provisions thereof and of applicable law.
2. The Bylaws of NBC-Mississippi on the date hereof shall, on the
Effective Date, become and be the Bylaws of the Surviving Corporation, until
amended or repealed in accordance with the provisions thereof, of the Articles
of Incorporation and of applicable law.
3. The directors and officers of NBC-Delaware on the Effective Date will
be the directors and officers, respectively, of NBC-Mississippi on and after the
Effective Date until expiration of their current terms and until their
successors are elected and qualified, or removal or death subject to the
Articles of Incorporation and Bylaws of NBC-Mississippi. [NAME OFFICERS &
DIRECTORS]
<PAGE>
ARTICLE III
TREATMENT OF SHARES OF EACH OF
THE CONSTITUENT CORPORATIONS
1. On the Effective Date, by virtue of the merger and without any further
action on the part of the Constituent Corporations or their Stockholders, (i)
each share of common stock of NBC-Delaware, par value $1.00 per share and issued
and outstanding immediately prior thereto (except for those shares voted in
dissent to the transaction) shall be changed and converted into one fully paid
and non-assessable share of the common stock of NBC-Mississippi, par value $1.00
per share; and (ii) each share of common stock of NBC-Mississippi, par value
$1.00 per share, and issued and outstanding immediately prior thereto shall be
canceled and returned to the status of authorized but unissued shares.
2. On and after the Effective Date, all the outstanding certificates
which prior to that time represented shares of NBC-Delaware Common Stock shall
be deemed for all purposes to evidence ownership and to represent the shares of
NBC-Mississippi Common Stock into which the shares of NBC-Delaware represented
by such certificates have been converted as herein provided and shall be so
registered on the books and records of NBC-Mississippi or its transfer agents.
The registered owner of any such outstanding stock certificate shall, until such
certificate shall have been surrendered for transfer or conversion or otherwise
accounted for to NBC-Mississippi or its transfer agent, have and be entitled to
exercise any voting and other rights with respect to and to receive any dividend
and other distributions upon the shares of NBC-Mississippi Common Stock
evidenced by such outstanding certificate as above provided.
ARTICLE IV
CONDITIONS, DEFERRAL, TERMINATION AND AMENDMENT
1. The obligations of NBC-Delaware and NBC-Mississippi to effect the
transactions contemplated hereby is subject to satisfaction of the following
conditions (any and all of which may be waived by NBC-Delaware and NBC-
Mississippi in their sole discretion and to the extent permitted by law).
(a) NBC-Delaware as the Sole Stockholder of NBC-Mississippi shall
have approved the Merger in accordance with the general corporation law of
the State of Mississippi; and
<PAGE>
(b) The Stockholders of NBC-Delaware shall have approved the Merger
at a meeting thereof held in accordance with the corporation law of the
State of Delaware.
2. Consummation of the Merger may be deferred by the Board of Directors
of NBC-Delaware for a reasonable period of time if the Board of Directors
determines that deferral would be in the best interest of NBC-Delaware and its
Stockholders.
3. (a) This Agreement may be terminated by the Board of Directors of
NBC-Delaware or NBC-Mississippi at any time before or after the adoption and
approval thereof of the Stockholders of NBC-Mississippi or NBC-Delaware, or
both, but not later than the Effective Date.
(b) In the event of termination of this Agreement as above provided,
this Agreement shall become wholly void and of no effect, and that there shall
be no liability on the part of either Constituent Corporation or its Board of
Directors or its Stockholders except as provided in Section 4 of this Article
IV.
4. If the Merger becomes effective, the Surviving Corporation shall
assume and pay all expenses in connection therewith not theretofore paid by
their respective parties. If for any reason the Merger shall not become
effective, NBC-Delaware shall pay all expenses incurred in connection with all
the proceedings taken in respect of this Agreement or relating thereto.
5. The parties hereto by mutual consent of their respective Boards of
Directors, may amend, modify or supplement this Agreement in such manner as may
be agreed upon by them in writing at any time before or after adoption and
approval of this Agreement by the Stockholders of NBC-Mississippi and NBC-
Delaware, but not later than the Effective Date; provided, however, that no such
amendment, modification or supplement not adopted and approved by the
Stockholders of NBC-Mississippi and NBC-Delaware shall affect the rights of such
Stockholders in a manner which is materially adverse to them, in the sole
judgment of the Board of Directors of NBC- Mississippi and NBC-Delaware.
ARTICLE V
TRANSFER OF ASSETS AND LIABILITIES
On the Effective Date, the rights, privileges, powers and franchises, both of a
public as well as of a private nature, of each of the Constituent Corporations,
shall
<PAGE>
be vested in and possessed by the Surviving Corporation, subject to all the
disabilities, duties and restrictions of or upon each of the Constituent
Corporations; and all and singular rights, privileges, powers and franchises of
each of the Constituent Corporations and all property, real, personal and mixed,
of each of the Constituent Corporations, and all debts due to each of the
Constituent Corporations, on whatever account, and of all things in action or
belonging to each of the Constituent Corporations shall be transferred to and
vested in the Surviving Corporation; and all property, rights, privileges,
powers and franchises, and all and every other interest, shall be thereafter as
effectually the property of the Surviving Corporation as they were of the
Constituent Corporations, and the title to any real estate vested by deed or
otherwise in either of the Constituent Corporations shall not revert or be in
any way impaired by reason of the Merger; provided, however, that the
liabilities of the Constituent Corporations and of their Stockholders, Directors
and Officers shall not be affected and all rights of creditors and all liens of
any property of either of the Constituent Corporations shall be preserved
unimpaired, and any claim existing or action or proceeding pending by or against
either of the Constituent Corporations may be prosecuted to judgment as if such
Merger had not taken place except that they may be modified with the consent of
such creditors. All debts, liabilities and duties of or upon each of the
Constituent Corporations shall attach to the Surviving Corporation, and may be
enforced against it to the same extent as if such debt, liabilities or duties
had been incurred or contracted by it. The parties hereto agree that from time
to time and as and when requested by the Surviving Corporation, or by its
successors or assigns, to the extent permitted by law, the officers and
directors of NBC-Delaware and of the Surviving Corporation are fully authorized
and in the name of NBC-Delaware or otherwise to execute and deliver all such
deeds, assignments, confirmations, assurances and other instruments and to take
or cause to be taken all such further action as the Surviving Corporation may
deem necessary or desirable in order to vest, perfect, confirm in or assure the
Surviving Corporation entitled to and possession of all said property, rights,
privileges, powers, and franchises and otherwise to carry out the intent and
purposes of this Agreement.
ARTICLE VI
MISCELLANEOUS
For the convenience of the parties and to facilitate any filing and
recording of this Agreement, any number of counterparts hereof may be executed,
each of which shall be deemed to be an original of this Agreement but all of
which together shall constitute one and the same instrument.
<PAGE>
The parties to this Agreement, pursuant to the approval and authority duly
given by the resolutions adopted by their respective Boards of Directors have
caused this Agreement to be executed as of the day and year first above written.
ATTEST: NBC CAPITAL CORPORATION,
A Delaware Corporation
____________________________ By:_________________________
ATTEST: NBC CAPITAL CORPORATION,
A Mississippi Corporation
____________________________ By:_________________________
<PAGE>
EXHIBIT B
ARTICLES OF INCORPORATION
OF
NBC CAPITAL CORPORATION
I, the undersigned incorporator, of a corporation under the Mississippi
Business Corporation Act, adopt the following Articles of Incorporation for such
corporation:
1. The name of the corporation is NBC Capital Corporation.
2. The address of the corporation's registered office is 301 East Main
Street, Starkville, Mississippi 39759, and the name of its registered agent at
that address is Lewis F. Mallory, Jr.
3. The name and address of the incorporator is Hunter M. Gholson, 710
Main Street, Columbus, Mississippi 39701.
4. The principal purpose for which the corporation is organized is to
exercise all powers of a bank holding company which is registered with the Board
of Governors of the Federal Reserve System under the Bank Holding Company Act of
1956, as amended, and to engage in any and all banking and non-banking
activities allowed for such a bank holding company under Delaware and federal
law.
5. The maximum number of shares which the corporation shall have the
authority to issue is ten million (10,000,000) shares of common stock, each of
which shall have a par value of One Dollar ($ 1.00) (the "Common Stock").
6. The capital stock of the corporation may be issued for valid corporate
purposes upon authorization by the Board of Directors provided that all
shareholders shall have full pre-emptive rights to purchase or subscribe for
shares of any class of stock so issued except for stock issued other than for
cash in order to consummate any merger or acquisition recommended by the Board
of Directors. The provisions of this Article 6 may be amended or repealed by the
affirmative vote of the holders of not less than seventy-five percent (75%) of
the outstanding voting stock of the Corporation.
7. The affirmative vote of the holders of not less than seventy-five
percent (75%) of the outstanding voting stock of the Corporation is required to
authorize (a) a merger or consolidation of the Corporation with, or (b) a sale,
exchange or lease of all or substantially all of the assets of the Corporation
to, any person or entity unless approval of any such transaction in (a) or (b)
above is recommended by at least a majority of the entire Board of Directors.
For purposes of this provision, substantially all of the assets shall mean all
of the assets shall mean assets having a fair market value or book value,
<PAGE>
whichever is greater, of twenty-five percent (25%) or more of the total assets
as reflected on a balance sheet of the Corporation as of a date no earlier than
45 days prior to any acquisition of such assets. The affirmative vote of the
holders of not less than seventy-five percent (75%) of the outstanding voting
stock of the Corporation is required to amend or repeal the provisions of this
Article 7.
8. The affirmative vote of the holders of not less than seventy-five
percent (75%) of the outstanding shares of all voting stock of the Corporation
and the affirmative vote of the holders of not less than sixty-seven percent
(67%) of the outstanding shares of voting stock held by the stockholders other
than the controlling party (as defined below) shall be required for the approval
or authorization of any merger, consolidation, reverse stock split, sale,
exchange or lease of all or substantially all of the assets of the Corporation
(as defined in Article 7 of this Certificate) (collectively referred to as
"Transactions") if any such transaction involves any stockholder owning or
controlling twenty percent (20%) or more of the Corporation's voting stock at
the time of the proposed transaction ("Controlling Party"); provided, however,
that these voting requirements shall not be applicable to any Transaction in
which all of the conditions specified in either of the following subparagraphs
(A) and (B) are met:
(A) The transaction shall have been approved by a majority of the
Continuing Directors (as hereinafter defined).
(B) All of the following conditions shall have been met:
(i) The aggregate amount of (x) cash and (y) fair market value (as
determined by the Continuing Directors in good faith) as of the date of the
consummation of any transaction of consideration other than cash, to be
received per share by holders of common stock in such transaction shall be
at least equal to the highest amount determined under sub-clauses (a), (b)
and (c) below:
(a) (if applicable) the highest per share price (including any
brokerage commissions, transfer taxes and soliciting dealers' fees)
paid by the Controlling Party for any share of common stock acquired
by it (1) within the three-year period immediately prior to the first
public announcement of the proposal of the transaction (the
'Announcement Date') of (2) in the transaction in which it became a
Controlling Party, whichever is higher;
(b) the fair market value (as determined by the Continuing
Directors in good faith) per share of common stock on the Announcement
Date or on the date on which the Controlling Party became a Controlling
Party, whichever is higher; and
(c) (if applicable) the price per share equal to the fair market
value (as determined by the Continuing Directors in good faith) per
share of Common Stock determined pursuant to subparagraph (B)(i)(b)
above,
<PAGE>
multiplied by the ratio of (1) the highest per share price (including
any brokerage commissions, transfer taxes and soliciting dealers' fees)
paid by the Controlling Party for any shares of Common Stock acquired
by it within the three-year period immediately prior to the
Announcement Date to (2) the Total Stockholder's Equity per share of
Common Stock (determined in accordance with generally accepted
accounting principles) on the first day in such three-year period on
which the Controlling Party acquired any shares of Common Stock.
The term "Continuing Director" means any member of the Board of Directors
of the Corporation, while such person is a member of the Board of Directors, who
is not a Controlling Party or in any manner affiliated or associated with or a
representative of the Controlling Party and was a member of the Board of
Directors prior to the time that the Controlling Party became a Controlling
Party, and any person who subsequently becomes a member of the Board of
Directors, while such person is a member of the Board of Directors, who is not a
Controlling Party or in any manner affiliated or associated with or a
representative of the Controlling Party if such person's nomination for election
or election to the Board of Directors is recommended or approved by a majority
of the Continuing Directors then in office.
9. The Board of Directors of the Corporation shall consider all factors
it deems relevant in evaluating any proposed tender offer or exchange offer for
the Corporation or any subsidiary's stock, any proposed merger or consolidation
of the Corporation or a subsidiary with or into another entity and any proposal
to purchase or otherwise acquire all or substantially all the assets of the
Corporation or any subsidiary. The Board of Directors shall evaluate whether the
proposal is in the best interests of the Corporation and its subsidiaries by
considering the best interests of the stockholders and other factors the
directors determine to be relevant, including the social, legal and economic
effects on employees, customers, depositors, and communities served by the
corporation and any subsidiary. The Board of Directors shall evaluate the
consideration being offered to the stockholders in relation to the then current
market value of the corporation or any subsidiary, the then current market value
of the stock of the corporation or any subsidiary in a freely negotiated
transaction, and the Board of Directors' estimate of the future value of stock
of the corporation or any subsidiary as an independent entity. The affirmative
vote of the holders of not less than seventy-five percent (75%) of the
outstanding voting stock of the corporation is required to amend or repeal the
provisions of this Article 9.
10. A director of the corporation may only be removed for cause as defined
as "final conviction of a felony, unsound mind, adjudication of bankruptcy, non-
acceptance of office or conduct prejudicial to the interests of the
corporation," by the affirmative vote of a majority of the entire Board of
Directors of the Corporation or by the requisite stockholder vote. Stockholders
shall not have the right to remove directors without cause. Stockholders may
only attempt to remove a director for cause after service of specific charges,
adequate notice and full opportunity to refute the charges.
<PAGE>
11. A director of this corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 79-4-8.33 of the Mississippi Business
Corporation Act, or (iv) for any transaction from which the director derived an
improper personal benefit.
In the event any litigation is brought against a director of this
corporation, authorization is hereby made to advance all expenses needed by the
director to defend the lawsuit. There shall be no obligation to repay the
expenses forwarded, unless it shall be determined ultimately by the corporation
that the director shall not be entitled to indemnification.
12. The Board of Directors of the Corporation shall consist of a maximum
of twenty-five (25) persons. Election of directors shall take place at the
annual meeting of stockholders, with each director to serve a one-year term. The
number of directors shall be fixed within the above-stated limit from time to
time by resolution duly adopted by the Board of Directors.
The number of directors may be changed from the maximum of twenty-five (25)
by amending this provision. To enact such amendment, the Board of Directors must
adopt a resolution setting forth the proposed amendment, declare its
advisability and call a meeting of stockholders to vote upon the amendment. The
affirmative vote of the holders of not less than seventy-five percent (75%) of
the outstanding voting stock of the Corporation is required to amend or repeal
the provisions of this Article 12.
13. Any and all vacancies on the Board of Directors, including those by
increase in the number of directors or by removal of directors, shall be filled
by the affirmative vote of a majority of the remaining Board of Directors then
in office even though less than a quorum of the Board of Directors.
14. At all elections of directors of the Corporation, each shareholder
shall be entitled to as many votes as shall equal the number of votes which
(except for these provisions as to cumulative voting) he would be entitled to
cast for the election of directors with respect to his shares multiplied by the
number of directors to be elected, and he may cast all such votes for a single
director, or may distribute them among the number to be voted for, or any two or
more of them, as he may see fit.
15. The Board of Directors shall have the right to alter, amend or repeal
the Bylaws of the Corporation. The affirmative vote of the holders of at least
sixty-six and two-thirds percent (66 2/3%) of the outstanding voting stock of
the Corporation shall be required to amend, alter or repeal the Bylaws.
16. Any action required or permitted to be taken at any annual meeting or
special meeting of stockholders may be taken only upon the vote of the
stockholders at an
<PAGE>
annual or special meeting duly called and noticed as provided in the Bylaws of
the Corporation, and may not be taken by a written consent of the stockholders
pursuant to the Mississippi Business Corporation Act.
17. The corporation shall, to the fullest extent permitted by Section 79-
4-2.02(a)(5) of the Mississippi Business Corporation Act, as the same may be
amended and supplemented, indemnify any and all persons whom it shall have the
power to indemnify under said Section from and against any and all of the
expenses, liabilities or other matters referred to in or covered by said
section, and the indemnification provided for herein shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
any Bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in an official capacity and as to action in another
capacity while holding such office, and shall continue as to a person who has
ceased to be director, officer, employee or agent and shall inure to the benefit
of the heirs, executors and administrators of such person.
Pursuant to the provisions of Section 79-4-2.01 of the Mississippi Business
Corporation Act, these Articles of Incorporation have been adopted by the sole
incorporator of the corporation.
Dated: February 19, 1998.
/S/ HUNTER M. GHOLSON
-----------------------
Hunter M. Gholson, Sole Incorporator
<PAGE>
EXHIBIT C
Merger or Consolidation (S)262
(S)262. APPRAISAL RIGHTS.
(a) Any stockholder of a corporation of this State who holds shares of stock
on the date of the making of a demand pursuant to the provisions of subsection
(d) of this section with respect to such shares, who continuously holds such
shares through the effective date of the merger or consolidation, who has
otherwise complied with the provisions of subsection (d) of this Section and who
has neither voted in favor of the merger or consolidation nor consented thereto
in writing pursuant to (S)228 of this Chapter shall be entitled to an appraisal
by the Court of Chancery of the fair value of his shares of stock under the
circumstances described in subsections (b) and (c) of this Section. As used in
this Section, the word "stockholder" means a holder of record of stock in a
stock corporation and also a member of record of a non-stock corporation; the
words "stock" and "share" mean and include what is ordinarily meant by those
words and also membership or membership interest of a member of a non-stock
corporation; and the words "depository receipt" mean a receipt or other
instrument issued by a depository representing an interest in one or more
shares, or fractions thereof, solely of stock of a corporation, which stock is
deposited with the depository.
(b) Appraisal rights shall be available for the shares of any class or series
of stock of a constituent corporation in a merger or consolidation to be
effected pursuant to Sections 251 (other than a merger effected pursuant to
subsection (g) of (S)251), 252, 254, 257, 258, 263 or 264 of this Chapter;
(1) provided, however, that no appraisal rights under this Section shall
be available for the shares of any class or series of stock, which stock, or
depository receipts in respect thereof, at the record date fixed to determine
the stockholders entitled to receive notice of and to vote at the meeting of
stockholders to act upon the agreement of merger or consolidation, were either
(i) listed on a national securities exchange or designated as a national
market system security on an interdealer quotation system by the National
Association of Securities Dealers, Inc. or (ii) held of record by more than
2,000 holders; and further provided that no appraisal rights shall be
available for any shares of stock of the constituent corporation surviving a
merger if the merger did not require for its approval the vote of the
stockholders of the
<PAGE>
(S)262 Subchapter IX
surviving corporation as provided in subsection (f) of Section 251 of this
Chapter.
(2) Notwithstanding the provisions of subsection (b)(1) of this Section,
appraisal rights under this Section shall be available for the shares of any
class or series of stock of a constituent corporation if the holders thereof
are required by the terms of an agreement of merger or consolidation pursuant
to Sections 251, 252, 254, 257, 258, 263 and 264 of this Chapter to accept for
such stock anything except (i) shares of stock of the corporation surviving or
resulting from such merger or consolidation or depository receipts in respect
thereof; (ii) shares of stock of any other corporation or depository receipts
in respect thereof, which shares of stock or depository receipts at the
effective date of the merger or consolidation will be either listed on a
national securities exchange or designated as a national market system
security on an interdealer quotation system by the National Association of
Securities Dealers, Inc. or held of record by more than 2,000 holders; (iii)
cash in lieu of fractional shares or fractional depository receipts described
in the foregoing clauses (i) and (ii); or (iv) any combination of the shares
of stock, depository receipts and cash in lieu of fractional shares or
fractional depository receipts described in the foregoing clauses (i), (ii)
and (iii) of this subsection.
(3) In the event all of the stock of a subsidiary Delaware corporation
party to a merger effected under Section 253 of this chapter is not owned by
the parent corporation immediately prior to the merger, appraisal rights shall
be available for the shares of the subsidiary Delaware corporation.
(c) Any corporation may provide in its certificate of incorporation that
appraisal rights under this Section shall be available for the shares of any
class or series of its stock as a result of an amendment to its certificate of
incorporation, any merger or consolidation in which the corporation is a
constituent corporation or the sale of all or substantially all of the assets of
the corporation. If the certificate of incorporation contains such a provision,
the procedures of this Section, including those set forth in subsections (d) and
(e), shall apply as nearly as is practicable.
(d) Appraisal rights shall be perfected as follows:
(1) If a proposed merger or consolidation for which appraisal rights are
provided under this Section is to be submitted for approval at a meeting of
<PAGE>
Merger or Consolidation (S)262
stockholders, the corporation, not less than 20 days prior to the meeting,
shall notify each of its stockholders who was such on the record date for such
meeting with respect to shares for which appraisal rights are available
pursuant to subsections (b) and (c) hereof that appraisal rights are available
for any or all of the shares of the constituent corporations, and shall
include in such notice a copy of this Section. Each stockholder electing to
demand the appraisal of his shares shall deliver to the corporation, before
the taking of the vote on the merger or consolidation, a written demand for
appraisal of his shares. Such demand will be sufficient if it reasonably
informs the corporation of the identity of the stockholder and that the
stockholder intends thereby to demand the appraisal of his shares. A proxy or
vote against the merger or consolidation shall not constitute such a demand. A
stockholder electing to take such action must do so by a separate written
demand as herein provided. Within 10 days after the effective date of such
merger or consolidation, the surviving or resulting corporation shall notify
each stockholder of each constituent corporation who has complied with the
provisions of this subsection and has not voted in favor of or consented to
the merger or consolidation of the date that the merger or consolidation has
become effective; or
(2) If the merger or consolidation was approved pursuant to (S)228 or
(S)253 of this title, each constituent corporation, either before the
effective date of the merger or consolidation or within ten days thereafter,
shall notify each of the holders of any class or series of stock of such
constituent corporation who are entitled to appraisal rights of the approval
of the merger or consolidation and that appraisal rights are available for any
or all shares of such class or series of stock of such constituent
corporation, and shall include in such notice a copy of this section; provided
that, if the notice is given on or after the effective date of the merger or
consolidation, such notice shall be given by the surviving or resulting
corporation to all such holders of any class or series of stock of a
constituent corporation that are entitled to appraisal rights. Such notice
may, and, if given on or after the effective date of the merger or
consolidation, shall, also notify such stockholders of the effective date of
the merger or consolidation. Any stockholder entitled to appraisal rights may,
within twenty days after the date of mailing of such notice, demand in writing
from the surviving or resulting corporation the
<PAGE>
(S)262 Subchapter IX
appraisal of such holder's shares. Such demand will be sufficient if it
reasonably informs the corporation of the identity of the stockholder and that
the stockholder intends thereby to demand the appraisal of such holder's
shares. If such notice did not notify stockholders of the effective date of
the merger or consolidation, either (i) each such constituent corporation
shall send a second notice before the effective date of the merger or
consolidation notifying each of the holders of any class or series of stock of
such constituent corporation that are entitled to appraisal rights of the
effective date of the merger or consolidation or (ii) the surviving or
resulting corporation shall send such a second notice to all such holders on
or within 10 days after such effective date; provided, however, that if such
second notice is sent more than 20 days following the sending of the first
notice, such second notice need only be sent to each stockholder who is
entitled to appraisal rights and who has demanded appraisal of such holder's
shares in accordance with this subsection. An affidavit of the secretary or
assistant secretary or of the transfer agent of the corporation that is
required to give either notice that such notice has been given shall, in the
absence of fraud, be prima facie evidence of the facts stated therein. For
purposes of determining the stockholders entitled to receive either notice,
each constituent corporation may fix, in advance, a record date that shall be
not more than 10 days prior to the date the notice is given; provided that, if
the notice is given on or after the effective date of the merger or
consolidation, the record date shall be such effective date. If no record date
is fixed and the notice is given prior to the effective date, the record date
shall be the close of business on the day next preceding the day on which the
notice is given.
(e) Within 120 days after the effective date of the merger or consolidation,
the surviving or resulting corporation or any stockholder who has complied
with the provisions of subsections (a) and (d) hereof and who is otherwise
entitled to appraisal rights, may file a petition in the Court of Chancery
demanding a determination of the value of the stock of all such stockholders.
Not withstanding the foregoing, at any time within 60 days after the effective
date of the merger or consolidation, any stockholder shall have the right to
withdraw his demand for appraisal and to accept the terms offered upon the
merger or consolidation. Within 120 days after the effective date of the
merger or consolidation, any stockholder who has complied with the
requirements of subsections (a) and (d) hereof, upon
<PAGE>
Merger or Consolidation (S)262
written request, shall be entitled to receive from the corporation surviving
the merger or resulting from the consolidation a statement setting forth the
aggregate number of shares not voted in favor of the merger or consolidation
and with respect to which demands for appraisal have been received and the
aggregate number of holders of such shares. Such written statement shall be
mailed to the stockholder within 10 days after his written request for such a
statement is received by the surviving or resulting corporation or within 10
days after expiration of the period for delivery of demands for appraisal
under subsection (d) hereof, whichever is later.
(f) Upon the filing of any such petition by a stockholder, service of a copy
thereof shall be made upon the surviving or resulting corporation, which shall
within 20 days after such service file in the office of the Register in
Chancery in which the petition was filed a duly verified list containing the
names and addresses of all stockholders who have demanded payment for their
shares and with whom agreements as to the value of their shares have not been
reached by the surviving or resulting corporation. If the petition shall be
filed by the surviving or resulting corporation, the petition shall be
accompanied by such a duly verified list. The Register in Chancery, if so
ordered by the Court, shall give notice of the time and place fixed for the
hearing of such petition by registered or certified mail to the surviving or
resulting corporation and to the stockholders shown on the list at the
addresses therein stated. Such notice shall also be given by one or more
publications at least one week before the day of the hearing, in a newspaper
of general circulation published in the City of Wilmington, Delaware or such
publication as the Court deems advisable. The forms of the notices by mail and
by publication shall be approved by the Court, and the costs thereof shall be
borne by the surviving or resulting corporation.
(g) At the hearing on such petition, the Court shall determine the
stockholders who have complied with the provisions of this Section and who
have become entitled to appraisal rights. The Court may require the
stockholders who have demanded an appraisal for their shares and who hold
stock represented by certificates to submit their certificates of stock to the
Register in Chancery for notation thereon of the pendency of the appraisal
proceedings; and if any stockholder fails to comply with such direction, the
Court may dismiss the proceedings as to such stockholder.
<PAGE>
(S)262 Subchapter IX
(h) After determining the stockholders entitled to an appraisal, the Court
shall appraise the shares determining their fair value exclusive of any
element of value arising from the accomplishment or expectation of the merger
or consolidation, together with a fair rate of interest, if any, to be paid
upon the amount determined to be the fair value. In determining such fair
value, the Court shall take into account all relevant factors. In determining
the fair rate of interest, the Court may consider all relevant factors,
including the rate of interest which the surviving or resulting corporation
would have had to pay to borrow money during the pendency of the proceeding.
Upon application by the surviving or resulting corporation or by any
stockholder entitled to participate in the appraisal proceeding, the Court
may, in its discretion, permit discovery or other pretrial proceedings and may
proceed to trial upon the appraisal prior to the final determination of the
stockholder entitled to an appraisal. Any stockholder whose name appears on
the list filed by the surviving or resulting corporation pursuant to
subsection (f) of this Section and who has submitted his certificates of stock
to the Register in Chancery, if such is required, may participate fully in all
proceedings until it is finally determined that he is not entitled to
appraisal rights under this Section.
(i) The Court shall direct the payment of the fair value of the shares,
together with interest, if any, by the surviving or resulting corporation to
the stockholders entitled thereto. Interest may be simple or compound, as the
Court may direct. Payment shall be so made to each such stockholder, in the
case of holders of uncertificated stock forthwith, and in the case of holders
of shares represented by certificates upon the surrender to the corporation of
the certificates representing such stock. The Court's decree may be enforced
as other decrees in the Court of Chancery may be enforced, whether such
surviving or resulting corporation be a corporation of this State or of any
other state.
(j) The costs of the proceeding may be determined by the Court and taxed
upon the parties as the Court deems equitable in the circumstances. Upon
application of a stockholder, the Court may order all or a portion of the
expenses incurred by any stockholder in connection with the appraisal
proceeding, including, without limitation, reasonable attorneys' fees and the
fees and expenses of experts, to be charged pro rata against the value of all
of the shares entitled to an appraisal.
<PAGE>
Merger or Consolidation (S)262
(k) From and after the effective date of the merger or consolidation, no
stockholder who has demanded his appraisal rights as provided in subsection
(d) of this Section shall be entitled to vote such stock for any purpose or to
receive payment of dividends or other distributions on the stock (except
dividends or other distributions payable to stockholders of record at a date
which is prior to the effective date of the merger or consolidation);
provided, however, that if no petition for an appraisal shall be filed within
the time provided in subsection (e) of this Section, or if such stockholder
shall deliver to the surviving or resulting corporation a written withdrawal
of his demand for an appraisal and an acceptance of the merger or
consolidation, either within 60 days after the effective date of the merger or
consolidation as provided in subsection (e) of this Section or thereafter with
the written approval of the corporation, then the right of such stockholder to
an appraisal shall cease. Notwithstanding the foregoing, no appraisal
proceeding in the Court of Chancery shall be dismissed as to any stockholder
without the approval of the Court, and such approval may be conditioned upon
such terms as the Court deems just.
(l) The shares of the surviving or resulting corporation into which the
shares of such objecting stockholders would have been converted had they
assented to the merger or consolidation shall have the status of authorized
and unissued shares of the surviving or resulting corporation. (8 Del. C.
(S)262 (1983); 56 Del. Laws ch. 50 (1967); 56 Del. Laws ch. 186, (S)24 (1968);
57 Del. Laws ch. 148, (S)(S)27-29 (1969); 59 Del. Laws ch. 106, (S)l2 (1973);
60 Del. Laws ch. 371, (S)(S)3-12 (1976); 63 Del. Laws ch. 25, (S)14 (1981); 63
Del. Laws ch. 152, (S)(S)1, 2 (1981); 64 Del. Laws ch. 112, (S)(S)46-54
(1983); 66 Del. Laws ch. 136, (S)(S)30-32 (1987); 66 Del. Laws ch. 352, (S)9
(1988); 67 Del. Laws ch. 376, (S)(S)19-20 (1990); 68 Del. Laws ch. 337,
(S)(S)3-4 (1992); 69 Del. Laws ch. 61, (S)10 (1993); 69 Del. Laws ch. 262,
(S)(S)1-10 (1994); 70 Del. Laws ch. 79, (S)16 (1995); 70 Del. Laws ch. 299,
(S)(S)2-3 (1996); 70 Del. Laws ch. 349, (S)22 (1996).)
COMMENT TO SECTION 262
(S)262.1. Limited nature of the appraisal remedy.
(S)262.2. The scope of the appraisal remedy.
<PAGE>
EXHIBIT D
DESCRIPTION OF STOCK PERFORMANCE GRAPH
The accompanying proxy statement includes a five-year stock
performance graph that depicts the performance of the Company's Common Stock
over a five-year period commencing in 1993 and ending in 1997 and compares that
performance to the performance of the NASDAQ Market Index and a peer group of
bank holding companies over the same period. The identities of the peer group
of bank holding companies are included in the accompanying proxy statement. The
graph shows the years from 1993 through 1997 on the horizontal axis and the
cumulative returns on the vertical axis.
The following table shows the returns for each year shown on the
horizontal axis of the graph:
COMPANY/INDEX 1993 1994 1995 1996 1997
- ----------------------------------------------------------------------------
Company 136.57 165.06 208.33 241.78 332.79
NASDAQ Market 119.95 125.94 163.55 202.99 248.30
MG Group 105.70 106.13 142.61 184.25 326.12
<PAGE>
PROXY NBC CAPITAL CORPORATION PROXY
STARKVILLE, MISSISSIPPI 39759
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR
THE ANNUAL MEETING OF SHAREHOLDERS
APRIL 14, 1998
The undersigned shareholder(s) hereby appoint(s) Ralph E. Pogue, Sarah Scribner
Prude, Allen B. Puckett III, Dr. James C. Ratcliff and Sammy J. Smith, or any
one of them (with full power to act alone), proxies for the undersigned to
attend the Annual Meeting of the Shareholders of NBC Capital Corporation to be
held on Tuesday, April 14, 1998, at 5:00 p.m. at the National Bank of Commerce
of Mississippi, Starkville Banking Center, 301 East Main Street, Starkville,
Mississippi, and any and all adjournments thereof, with full power to each of
them to appoint and to revoke the appointment of a substitute for himself at
such meeting, or at any and all adjournments thereof, and to vote as many shares
of the capital stock of NBC Capital Corporation as the undersigned would be
entitled to vote if personally present.
Please complete, sign, date and mail in accompanying postpaid envelope.
This Proxy will be voted as directed below on the proposals set forth in the
proxy statement for the meeting.
1. To elect the following twenty-one (21) directors:
<TABLE>
<S> <C> <C> <C>
Mark A. Abernathy Hunter M. Gholson Edith D. Millsaps Allen B. Puckett, III
Robert A. Cunningham Bobby L. Harper Ralph E. Pogue Dr. James C. Ratcliff
J. Nutie Dowdle Robert S. Jones Thomas J. Prince, Jr. J.R. Scribner, Jr.
Clifton B. Fowler Lewis F. Mallory, Jr. James R. Prude Sammy J. Smith
James C. Galloway, Jr. Robert D. Miller Sarah Scribner Prude Henry S. Weiss
E. Lloyd Wood
</TABLE>
NOTE: A SHAREHOLDER MAY WITHHOLD AUTHORITY TO VOTE FOR ANY NOMINEE BY LINING
THROUGH SUCH NOMINEE'S NAME ABOVE.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2. To change the state of incorporation of the Company from Delaware to
Mississippi by adopting an Agreement and Plan of Merger dated , 1998
providing for the merger of the Company into its wholly-owned subsidiary
incorporated under the laws of Mississippi.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE FOREGOING PROPOSALS.
3. Whatever other business may be brought before the meeting or any adjournment
thereof. The Board of Directors at present knows of no other business to be
presented at the meeting.
- ---------------------------------- -------------------------------------
Signature of Stockholder Date
- ---------------------------------- -------------------------------------
Signature if held jointly Date
Please sign exactly as name appears on the certificate or certificates
representing shares to be voted by this proxy, as shown on the label below. When
signing as executor, administrator, attorney, trustee or guardian please give
full title as such. If a corporation, please sign full corporation name by
president or other authorized officer. If a partnership, please sign in
partnership name by authorized person(s).
