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UNITED STATES
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
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[_] Preliminary Proxy Statement
[_] Definitive Proxy Statement
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[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
NBC Capital Corporation
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(Name of Registrant as Specified In Its Charter)
N/A
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Notes:
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[CHAIRMAN'S LETTERHEAD]
March 26, 1998
Dear Fellow Shareholder:
The Proxy Statement sent to you last week asked you to consider and vote
upon a proposal (the "Reincorporation Proposal") to change the Company's state
of incorporation from Delaware to Mississippi. As discussed in the Proxy
Statement, one of the reasons your Board of Directors recommended this proposal
to you is because the Mississippi income tax law does not tax the gain on sales
of shares of Mississippi corporations that have been held for more than one
year.
The Mississippi State Tax Commission takes the position that, in the
case of the Company, this one year holding period requirement will not begin to
run until the day that the change in the Company's state of incorporation is
effective (which is currently anticipated to be April 30, 1998).
While the Company's tax counsel does not believe that the position of
the Mississippi State Tax Commission necessarily is correct, shareholders are
cautioned to consider the position of the Mississippi State Tax Commission and
to consult with their own tax advisors regarding the Mississippi income tax
consequences of sales of Company Common Stock within one year of the date the
Company's reincorporation in Mississippi is effective.
Your Board of Directors continues to believe that reincorporation in
Mississippi is in the best interests of the Company and its shareholders and
recommends a vote "FOR" the Reincorporation Proposal.
Sincerely,
L. F. Mallory, Jr.
Chairman of the Board and Chief
Executive Officer
