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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b) and (c) AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(b)
NBC Capital Corporation
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(Name of Issuer)
Common Stock, $1.00 Par Value Per Share
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(Title of Class of Securities)
628729105
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(CUSIP Number)
Various
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
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CUSIP NO. 628729105 13G Page 2 of 6 Pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
National Bank of Commerce Employee Stock Ownership Plan
64-6190184
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
Mississippi
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NUMBER OF 5. SOLE VOTING POWER None
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 341,550
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER None
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER 341,550
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
341,550 shares, as of March 10, 1999
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
[ ]
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.0%
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12. TYPE OF REPORTING PERSON*
EP
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CUSIP NO. 628729105 13G Page 3 of 6 Pages
ITEM 1(a). NAME OF ISSUER:
NBC Capital Corporation
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
301 East Main Street
Starkville, Mississippi 39760
ITEM 2(a). NAME OF PERSON FILING:
National Bank of Commerce Employee Stock Ownership Plan
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
c/o National Bank of Commerce
P.O. Box 631
Columbus, Mississippi 3939703-0631
ITEM 2(c). CITIZENSHIP:
Mississippi
ITEM 2(d). TITLE OF CLASS OF SECURITIES:
Common Stock, $1.00 Par Value Per Share
ITEM 2(e). CUSIP NUMBER:
628729105
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR 13d-2(b) OR
(c), CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or dealer registered under Section 15 of the Exchange Act.
(b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) [ ] Insurance company as defined in Section 3(a)(19) of the Exchange Act.
(d) [ ] Investment company registered under Section 8 of the Investment Company
Act.
(e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
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CUSIP NO. 628729105 13G Page 4 of 6 Pages
(f) [X] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act;
(i) [ ] A church plan that is excluded from the definition of investment
company under Section 3(c)(14) of the Investment Company Act;
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box. [ ]
ITEM 4. OWNERSHIP.
(a) Amount beneficially owned:
341,550 shares, as of March 10, 1999
(b) Percent of class:
6% (Based on total outstanding shares of 5,664,736 as of December 31,
1998, as reported in NBC Capital Corporation's 10-K for the year ended
December 31, 1998.)
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: 0
-------
(ii) Shared power to vote or to direct the vote: 341,550
-------
(iii) Sole power to dispose or to direct the disposition of: 0
-------
(iv) Shared power to dispose or to direct the disposition of: 341,550
-------
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not Applicable
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CUSIP NO. 628729105 13G Page 5 of 6 Pages
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
All shares beneficially owned by the National Bank of Commerce Employee
Stock Ownership Plan are owned on behalf of the beneficiaries of the plan.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
Not Applicable
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not Applicable
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not Applicable
ITEM 10. CERTIFICATIONS.
(a) By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held in
the ordinary course of business and were not acquired and are not held
for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are
not held in connection with or as a participant in any transaction
having that purpose or effect.
(b) Not Applicable
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CUSIP NO. 628729105 13G Page 6 of 6 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
April 19, 1999
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(Date)
NATIONAL BANK OF COMMERCE EMPLOYEE STOCK
OWNERSHIP PLAN
/s/ KIRK HARDY
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By: Kirk Hardy
Title: Vice President and Trust Officer
