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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 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
NBC CAPITAL CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(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 transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
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[Logo of NBC Capital Corporation]
March 17, 2000
Dear Fellow Shareholders:
We cordially invite you to attend the annual meeting of shareholders of NBC
Capital Corporation to be held at the National Bank of Commerce, Starkville
Banking Center, 301 East Main Street, Starkville, Mississippi on April 11, 2000
at 5:00 p.m.
The purposes of the meeting will be (1) to elect directors of NBC Capital
Corporation to serve until the 2001 annual meeting and (2) to transact such
other business as may properly come before the annual meeting or any
adjournment thereof.
We hope that you will be able to attend the meeting. Whether or not you plan
to attend, please complete, sign, and date the enclosed proxy card and return
it promptly in the enclosed envelope.
On behalf of the Board of Directors of NBC Capital Corporation, we urge you
to vote for each of the nominees for director, and we look forward to seeing
you at the meeting.
Sincerely yours,
/s/ Lewis F. Mallory, Jr.
Lewis F. Mallory, Jr.,
Chairman of the Board and Chief Executive
Officer
<PAGE>
NBC CAPITAL CORPORATION
Starkville, Mississippi
----------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
April 11, 2000
The annual meeting of shareholders of NBC Capital Corporation will be held
on Tuesday, April 11, 2000 at 5:00 p.m., at the Starkville Banking Center, 301
East Main Street, Starkville, Mississippi for the following purposes:
1. To elect 23 directors of NBC Capital Corporation to serve until the 2001
annual meeting, or until their successors are duly elected and
qualified.
2. To transact such other business as may properly come before the annual
meeting.
The board of directors has fixed March 10, 2000 as the record date for
voting at the annual meeting. Only shareholders of record of NBC Capital
Corporation, at the close of business on that date, are entitled to receive
notice of and to vote at the annual meeting or any adjournments or
postponements of the meeting.
Your vote is important. Please complete, sign, date and return the enclosed
proxy card promptly whether or not you plan to be present at the meeting. 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
Hunter M. Gholson
Secretary
March 17, 2000
<PAGE>
MEETING INFORMATION
You have received this proxy statement because the board of directors of NBC
Capital Corporation ("NBC") is soliciting your proxy for the NBC 2000 annual
meeting. Each copy of this proxy statement mailed to holders of NBC common
stock is accompanied by a proxy card for use at the NBC meeting and at any
adjournment of the meeting. Only holders of record of NBC common stock as of
the close of business on March 10, 2000 are entitled to notice of and to vote
at the meeting.
At the meeting, shareholders will consider and vote upon:
. the election of 23 directors to serve until the 2001 annual meeting; and
. any other matters that are properly brought before the meeting or any
adjournments of the meeting.
If you have not already done so, please complete, date and sign the
accompanying proxy card and return it promptly in the enclosed, postage paid
envelope.
Solicitation and Revocation of Proxies
If you have delivered a proxy for the meeting, you may revoke it any time
before it is voted by:
. attending the meeting and voting in person;
. giving written notice revoking your proxy to the corporate secretary
prior to the date of the meeting; or
. submitting a signed proxy card dated later than your initial proxy, and
if it is received before the meeting, the later-dated proxy will be
voted.
The NBC board of directors will vote as directed all proxy cards received at
or prior to the meeting and not subsequently revoked. If you complete, date and
sign your proxy card but do not provide instructions as to your vote, we will
vote your share(s) FOR approval of the list of nominees for director. If any
other matters are properly presented at the meeting for consideration, the
persons named in the proxy card will have discretionary authority to vote on
those matters. The NBC board is not aware of any matter to be presented at the
meeting other than the election of directors.
The company will bear the cost of soliciting proxies from its shareholders.
The company will solicit shareholder votes by mail, and possibly by telephone
or other means of telecommunications. Directors, officers and employees of the
company may also solicit shareholder votes in person. If these individuals
solicit your vote in person, they will receive no additional compensation for
doing so. NBC's stock transfer agent, SunTrust Bank, Atlanta, Georgia, will
also assist in the solicitation of proxies from brokers and nominees of
shareholders for the meeting. NBC estimates that fees and expenses of SunTrust
will not exceed $7,500, plus out-of-pocket costs and expenses. NBC will
reimburse brokerage firms and other persons representing beneficial owners of
shares for their reasonable expenses in forwarding solicitation material to
such beneficial owners.
Record Date and Quorum
The record date for the meeting is March 10, 2000. NBC shareholders of
record as of the close of business on that day will receive notice of the
meeting and will be able to vote at the meeting. As of March 10, 2000, there
were 7,195,192 shares of NBC common stock outstanding and entitled to vote at
the annual meeting.
The presence in person or by proxy of a majority of the shares of NBC common
stock is necessary to constitute a quorum at the meeting. Each share of NBC
common stock outstanding on March 10, 2000 entitles its holder to one vote on
any proposal that may properly come before the meeting, except for the election
of directors. In the election of directors, shareholders are entitled to
cumulate their votes. See the section titled "Election of NBC Directors" for
voting procedures for electing directors.
1
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NBC will count common stock present in person at its meeting but not voting,
and the shares of common stock represented by proxies but with respect to which
holders of such shares have abstained, as present at the meeting for purposes
of determining the presence or absence of a quorum for the transaction of
business.
As of February 11, 2000, NBC directors and executive officers beneficially
owned a total of 1,852,424 shares, or approximately 25.8%, of the outstanding
shares of NBC common stock. These individuals have indicated that they will
vote for each of the nominees for director listed in this proxy statement.
Recommendations of the Board of Directors of NBC
The NBC board of directors recommends that the shareholders vote for each
person listed as a nominee for the position of director in this proxy
statement.
ELECTION OF NBC DIRECTORS
At the annual meeting, NBC shareholders will elect 23 directors to serve
until the 2001 annual meeting. The NBC Board of Directors has nominated the 23
persons listed on the proxy card, each of whom is currently an NBC director.
Voting Procedures
NBC shareholders have cumulative voting rights 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.
Because the number of directors to be elected is 23, a shareholder owning ten
shares may cast 230 votes for one nominee, 23 votes for ten nominees or
allocate the 230 votes among the several nominees in any manner. The 23
candidates receiving the highest number of votes cast will be elected.
If a shareholder returns a properly signed and dated proxy card, but does
not allocate votes or mark out the name of any nominee on the card, the proxy
holders will vote all shares represented by proxy in favor of each of the 23
nominees, while reserving the right, however, to cumulate the votes represented
by proxies and distribute them among the nominees, at their discretion.
Otherwise, the signed proxy card will be voted as indicated on the card. If,
for any reason, one or more of the nominees should not be available as a
candidate for director, an event that the NBC board 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 NBC meeting cumulate
their votes such that all of the nominees cannot be elected, then the proxy
holders will cumulate votes to elect as many of the Board's nominees as
possible.
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Information About the Board's Nominees
The following table provides certain information about the 23 nominees for
director of NBC. Information about each nominee has been furnished to NBC by
the nominee.
The Board of Directors recommends a vote "FOR" the election of all the
nominees.
<TABLE>
<CAPTION>
Name and Address Age Director Principal Occupation
---------------- --- -------- --------------------
<S> <C> <C> <C>
Mark A. Abernathy(1).... 43 1994 President and Chief Operating Officer,
2007 Woodlake Dr. National Bank of Commerce and NBC
Starkville, MS 39759
David Byars(2).......... 46 1998 President, Byars Furniture, Philadelphia,
319 Byrd Ave. MS
Philadelphia, MS 39350
Robert L. Calvert,
III(1)(2).............. 60 1999 President, Calvert Spalding Engineers,
931 East Main Street Inc., Robert L. Calvert Consulting
West Point, MS 39773 Engineers, Inc., and C & H Properties,
Inc., West Point, MS
Robert A.
Cunningham(1).......... 54 1990 Planter, Brooksville, MS
340 Deerbrook Rd.
Brooksville, MS 39739
Robert S. Caldwell,
Jr.(5)................. 58 1999 President, Caldwell Furniture & Properties
1708 Chickasaw Dr. and Brownwell Realty
Columbus, MS 39705
J. Nutie Dowdle......... 56 1990 President, Dowdle Butane Gas Co., Inc. and
521 Huckleberry Hills Wholesale LP Gas Co., Columbus, MS
Columbus, MS 39701
Clifton B. Fowler....... 51 1991 President, National Bank of Commerce,
1306 South Montgomery Starkville Banking Center and Vice
Starkville, MS 39759 President, NBC
James C. Galloway,
Jr.(2)(6).............. 47 1997 President, Galloway-Chandler-McKinney
551 Timber Creek Dr. Insurance Agency, Inc., and Magnolia
Columbus, MS 39702 Financial Services Corporation, Columbus,
MS
Hunter M. Gholson(1).... 67 1974 Attorney at Law, Gholson, Hicks & Nichols,
1100 6th Street North Columbus, MS
Columbus, MS 39701
E. Frank Griffin,
III(5)................. 62 1999 Vice Chairman, National Bank of Commerce
45 Holloman Dr. and NBC
Columbus, MS 39701
Bobby L. Harper(1)...... 58 1977 Executive Vice President, Banking Center
1524 Briarwood Circle Administration, National Bank of Commerce
Columbus, MS 39701 and Chairman of Executive Committee, NBC
Robert S. Jones(1)...... 68 1973 President, Fletcher-Jones, Inc., Columbus,
803 19th Ave. North MS
Columbus, MS 39701
Lewis F. Mallory,
Jr.(1)................. 57 1969 Chairman of the Board and Chief Executive
513 Greensboro St. Officer, National Bank of Commerce and NBC
Starkville, MS 39759
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
Name and Address Age Director Principal Occupation
---------------- --- -------- --------------------
<S> <C> <C> <C>
Robert D. Miller(1)..... 70 1975 Certified Public Accountant, R.D. Miller &
Treas Lake Rd. Co., C.P.A., Aberdeen, MS
Aberdeen, MS 39730
Ralph E. Pogue(2)....... 70 1979 Attorney at Law, Pogue and Faulks,
701 Lakewood Drive Aberdeen, MS
Aberdeen, MS 39730
Thomas J. Prince, Jr.... 58 1990 Executive Vice President, Division Manager
117 Dover Court of Consumer Financial Services, National
Starkville, MS 39759 Bank of Commerce and Vice President, NBC
James R. Prude(1)(3).... 46 1994 Independent Bank Consultant and Vice
6154 Park Lane President, Scribner Equipment Company,
Dallas, TX 75225 Inc., Amory, MS
Sarah Scribner
Prude(1)(3)............ 73 1987 Secretary-Treasurer, Scribner Equipment
Highway 25 South Company, Inc., Amory, MS
Amory, MS 38821
Allen B. Puckett,
III(1)(2).............. 49 1987 President, Columbus Brick Company,
Jolly Road Columbus, MS
Columbus, MS 39705
Dr. James C. Ratcliff... 68 1978 Retired Physician, Brooksville, MS
East Depot Street
Brooksville, MS 39739
Sammy J. Smith(2)(4).... 60 1977 Owner, Smith & Byars Men's Clothing,
20 Tally Ho Drive Starkville, MS
Starkville, MS 39759
H. Stokes Smith(2)(4)... 63 1999 President, Smith & Byars Clothiers,
708 East Main Street Columbus, MS
West Point, MS 39773
Henry S. Weiss(1)(2).... 69 1988 President, Industrial Fabricator, Inc. and
455 Waring Road Columbus Scrap Metal Co., Inc., Columbus,
Columbus, MS 39701 MS
</TABLE>
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(1) Member of Executive Committee
(2) Member of Audit Committee
(3) Mr. Prude is the son of Ms. Sarah Scribner Prude.
(4) Mr. Sammy J. Smith and Mr. H. Stokes Smith are brothers.
(5) Director added to the board of directors as a result of the August 31, 1999
acquisition of FFBS Bancorp, Inc., and received committee appointments as
of September 1999.
(6) Mr. Galloway's company was acquired by NBC as of September 30, 1999. As a
result, he resigned his position on the Audit Committee in October 1999. He
did not attend any Audit Committee meetings after he became an employee of
NBC.
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 shareholders meeting is generally held. During the
fiscal year ended December 31, 1999, 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 Allen B. Puckett, III.
The board has established various standing committees, including the
executive committee, the audit committee, the corporate responsibility
committee, the salary committee, and the trust investment committee.
4
<PAGE>
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 board does not have a standing nominating
committee.
The audit committee supervises NBC's internal audit function and general
auditor, directs an examination of NBC's affairs at least annually and reviews
regulatory examination reports on NBC and its subsidiaries, internal audit and
loan review reports and audit reports issued by NBC's independent auditors. The
audit committee does not have a charter; however, the Board is currently
considering a charter for adoption in the near future. The audit committee held
four meetings during 1999.
The salary committee reviews and recommends salaries, bonuses and other
compensation of certain officers of NBC and its subsidiaries, reviews and
approves certain compensation plans and policies for employees of NBC and its
subsidiaries and administers NBC's executive compensation plans. The salary
committee also supervises compliance by NBC and its subsidiaries with laws and
regulations relating to hiring, promotion and welfare and benefits of employees
of NBC and its subsidiaries and assists executive management with management
development and succession plans for NBC and its subsidiaries. The salary
committee held three meetings during 1999.
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 appoint 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
twelve meetings during 1999.
Compensation of Directors
During 1999, each non-employee director of NBC received a $9,000 retainer
and $550 for attendance at each meeting of a committee of the board of
directors of which he or she was a member. The secretary of the board received
an additional retainer of $28,200 and each member of the executive committee
received an additional retainer of $7,500. Directors who are employees of NBC
are not compensated for serving on the board of directors or any of its
constituent committees.
5
<PAGE>
Stock Ownership of Directors, Officers and Principal Shareholders
The following table shows, as of February 11, 2000, the number of shares of
NBC's common stock beneficially owned by (i) each person known by NBC to be the
beneficial owner of more than five percent of the outstanding shares of NBC
common stock, (ii) all directors and nominees, (iii) all executive officers
named in the Summary Compensation Table, 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>
Number of
Shares
Beneficially Percentage
Name Owned(A) Ownership(B)
---- ------------ ------------
<S> <C> <C>
Mark Abernathy(1)................................... 9,156 *
David Byars(2)...................................... 5,674 *
Robert S. Caldwell(3)............................... 43,791 *
Robert L. Calvert, III(4)........................... 85,964 1.2
Robert A. Cunningham(5)............................. 81,804 1.1
J. Nutie Dowdle..................................... 77,207 1.1
Clifton B. Fowler(6)................................ 6,944 *
James C. Galloway, Jr............................... 66,386 1.0
Hunter M. Gholson(7)................................ 65,336 1.0
E. Frank Griffin, III(8)............................ 35,535 *
Bobby L. Harper(9).................................. 24,802 *
Robert S. Jones..................................... 22,388 *
Lewis F. Mallory, Jr.(10)........................... 76,606 1.1
Robert D. Miller.................................... 15,341 *
Ralph E. Pogue...................................... 15,584 *
Thomas J. Prince, Jr.(11)........................... 11,106 *
James R. Prude(12)(13)(14).......................... 370,492 5.2
Sarah Scribner Prude(12)(14)........................ 846,440 11.8
Allen B. Puckett, III(15)........................... 142,392 2.0
Dr. James C. Ratcliff(16)........................... 5,748 *
H. Stokes Smith(17)................................. 26,188 *
Sammy J. Smith...................................... 4,476 *
Henry S. Weiss...................................... 49,133 1.0
Richard T. Haston(18)............................... 1,058 *
Directors and executive officers as a group (27
persons)(19)....................................... 1,852,424 25.8%
</TABLE>
- --------
* 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) under the Securities Exchange Act of 1934.
(B) Based upon 7,195,192 shares of common stock outstanding.
(1) Includes 291 shares held by NBC's employee stock ownership plan with
respect to which Mr. Abernathy has voting power. Also, includes 1,306
shares owned by Mr. Abernathy's wife, as to which he disclaims beneficial
ownership.
(2) Includes 1,887 shares owned by Mr. Byars' wife, 1,000 shares over which
Mr. Byars serves as custodian for his children, and 1,425 shares held
through a profit sharing plan, as to all of which Mr. Byars exercises
investment and voting control. Also includes 1,037 shares held in a family
trust over which Mr. Byars is trustee and exercises investment and voting
control.
(3) Includes 3,502 shares for which Mr. Caldwell serves as custodian for his
children over which he exercises investment and voting control. Also
includes exercisable options for 5,768 shares, over which he has no
investment or voting control.
6
<PAGE>
(4) Includes 71,357 shares held by a company over which Mr. Calvert has sole
investment and voting control, and 13,436 shares owned by Mr. Calvert's
wife, as to which he disclaims beneficial ownership.
(5) Includes 16,372 shares held in a trust with respect to which Mr.
Cunningham has shared voting and investment power and 54,548 shares owned
by partnership as to which Mr. Cunningham has sole voting and investment
power.
(6) Includes 1,196 shares held by NBC's employee stock ownership plan with
respect to which Mr. Fowler has voting power, and 160 shares as to which
Mr. Fowler is a custodian for his child.
(7) Includes 12,500 shares held in trust and 8,348 shares held by Mr.
Gholson's wife, as to which he disclaims beneficial ownership. Also,
includes 3,736 shares in trust over which Mr. Gholson has sole voting and
investment power.
(8) Includes 12,688 shares held in an employee stock ownership plan with
respect to which Mr. Griffin has voting power. Also, 5,692 shares held in
a Profit Sharing Plan, as to which Mr. Griffin exercises investment and
voting control and 193 shares in an IRA held by Mr. Griffin's wife, as to
which he disclaims beneficial ownership. Also includes exercisable options
for 4.011 shares over which he has no investment or voting control.
(9) Includes 24,802 shares held by NBC's employee stock ownership plan with
respect to which Mr. Harper has voting power.
(10) Includes 34,285 shares held by NBC's employee stock ownership plan with
respect to which Mr. Mallory has voting power.
(11) Includes 5,961 shares held by NBC's employee stock ownership plan with
respect to which Mr. Prince has voting power.
(12) Includes 191,928 shares held by Estate of J. R. Scribner with respect to
which Mr. Prude and Ms. Prude share voting power.
(13) Includes 59,432 shares held by trust with respect to which director is a
trustee and as to which he has sole voting power.
(14) Includes 2,432 shares held in trust and 47,568 shares held in a
partnership as to which Mr. Prude and Ms. Prude share investment and
voting power.
(15) Includes 29,688 shares held in a trust as to which Mr. Puckett has shared
voting and investment power, 2,168 shares owned by a corporation as to
which Mr. Puckett has sole voting and investment power, 6,316 shares as to
which Mr. Puckett serves as custodian for his children, and 500 shares
owned by Mr. Puckett's wife as to which he disclaims beneficial ownership.
(16) Includes 1,288 shares owned by Dr. Ratcliff's wife as to which he
disclaims beneficial ownership, and 200 shares as to which Dr. Ratcliff
serves as custodian for his grandchild and over which he has sole voting
and investment power.
(17) Includes 9,368 shares owned by Mr. Smith's wife as to which he disclaims
beneficial ownership.
(18) Includes 58 shares owned by NBC's employee stock ownership plan with
respect to which Mr. Haston has voting power.
(19) 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.
7
<PAGE>
Executive Officers
The following table sets forth information with respect to the executive
officers of NBC on December 31, 1999. Unless otherwise indicated, the
information under the caption "Position and Business Experience" describes the
officer's business experience for the past five years.
<TABLE>
<CAPTION>
Officer Name Since Age Position and Business Experience
------------ ----- --- --------------------------------
<S> <C> <C> <C>
Lewis F. Mallory, Jr.... 1965 57 Chairman of the Board and Chief Executive
Officer, National Bank of Commerce and NBC
Mark A. Abernathy....... 1994 43 President and Chief Operating Officer, National
Bank of Commerce and NBC since December 1997,
Executive Vice President and Chief Operating
Officer of National Bank of Commerce and NBC
from August 1994 through December 1997
Donald J. Bugea, Jr..... 1991 46 Executive Vice President and Investment Officer,
National Bank of Commerce and Vice President of
NBC
John R. Davis........... 1986 44 Senior Vice President and Trust Officer,
National Bank of Commerce and Vice President of
NBC since January 1999, Vice President and Trust
Officer of National Bank of Commerce from
January 1991 through December 1998
Clifton B. Fowler....... 1990 51 President, Starkville Banking Center National
Bank of Commerce and Vice President of NBC
Bobby L. Harper......... 1966 58 Executive Vice President, Banking Center
Administration, National Bank of Commerce and
Chairman of the Executive Committee of NBC
Richard T. Haston....... 1996 53 Executive Vice President and Chief Financial
Officer, National Bank of Commerce and Executive
Vice President, Chief Financial Officer and
Treasurer of NBC since January 1997, Senior Vice
President--Finance, National Bank of Commerce
and NBC from September 1996 through December
1996, Executive Vice President and Chief
Financial Officer of Legacy Securities from
April 1996 through September 1996, and President
and Chief Financial Officer of Calibre Financial
Group from June 1993 through March 1996
Thomas J. Prince, Jr.... 1979 58 Executive Vice President, Division Manager of
Consumer Financial Services, National Bank of
Commerce and Vice President of NBC since April
1998, President of Aberdeen Banking Center,
National Bank of Commerce and Vice President of
NBC from January 1985 through April 1998
Tommy M. Tomlinson...... 1983 46 Executive Vice President, Credit Administration,
National Bank of Commerce and Vice President of
NBC since January 1999, Executive Vice President
and Senior Credit Officer of the Starkville
Banking Center of National Bank of Commerce from
January, 1996 through December, 1998 and Senior
Vice President and Senior Credit Officer of the
Starkville Banking Center of National Bank of
Commerce from October, 1994 through December,
1995
</TABLE>
8
<PAGE>
Executive Compensation
The following table sets forth the compensation for services in all
capacities to NBC for the fiscal years ending December 31, 1999, 1998 and 1997,
of the Chief Executive Officer of NBC and each of the four most highly
compensated executive officers of NBC other than the Chief Executive Officer:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
All Other
Name and Principle Position Year Salary Bonus Compensation(1)
--------------------------- ---- ------- ------ ---------------
<S> <C> <C> <C> <C>
Lewis F. Mallory, Jr...................... 1999 272,000 92,200 *8,800
Chairman of the Board and Chief Executive
Officer, 1998 253,000 88,550 8,789
National Bank of Commerce and NBC 1997 253,000 88,550 5,515
Mark A. Abernathy......................... 1999 160,000 52,800 *5,977
President and Chief Operating Officer, 1998 153,000 50,490 5,235
National Bank of Commerce and NBC 1997 153,000 50,490 5,105
Richard T. Haston......................... 1999 120,000 36,000 *6,400
Executive Vice President and Chief
Financial Officer, 1998 115,000 34,500 4,963
National Bank of Commerce and Executive 1997 108,000 32,400 N/A
Vice President, Chief Financial Officer
and Treasurer of NBC
Bobby L. Harper........................... 1999 110,841 33,252 *6,603
Executive Vice President, Banking Center
Administration 1998 110,841 26,939 5,361
National Bank of Commerce and Chairman of 1997 106,124 32,767 3,575
Executive Committee of NBC
Thomas J. Prince, Jr...................... 1999 95,130 31,392 *5,507
Executive Vice President, Consumer
Financial Services 1998 89,008 27,000 4,773
National Bank of Commerce and Vice
President of NBC 1997 84,048 18,074 3,356
</TABLE>
- --------
(1) These amounts include, for 1999, NBC's contributions to the NBC 401-K
Thrift Plan of $7,200 for Mr. Mallory, $4,377 for Mr. Abernathy, $4,800 for
Mr. Haston, $5,178 for Mr. Harper and $4,270 for Mr. Prince and NBC's
contributions to the Employee Stock Ownership Plan of $1,600 for Mr.
Mallory, $1,600 for Mr. Abernathy, $1,600 for Mr. Haston, $1,425 for Mr.
Harper and $1,237 for Mr. Prince.
(*) The employee stock ownership portion of the 1999 "All Other Compensation"
is a good faith estimate because allocation data has not been received from
the actuarial firm responsible for the administrative record keeping for
the ESOP. The 1997 and 1998 amounts reflect actual amounts.
Employment Agreements
NBC 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,
2003, provides Mr. Mallory with continued employment for a period of five years
from the date of a material change of ownership of NBC and ensures that during
this period of employment, his salary, bonuses and benefits are at least equal
to those currently paid by NBC. In the event of a change in control of NBC
(defined as sale, transfer or exchange of 80% or more of the capital stock),
NBC is required to pay Mr. Mallory a termination benefit equal to three times
the average of the aggregate annual compensation paid during the five calendar
years preceding such change in control. If Mr. Mallory were terminated today,
he would receive a lump sum payment of $1,044,502 under the agreement. In the
absence of a material change in ownership or change in control, Mr. Mallory's
employment may be terminated by NBC at the discretion of the board of
directors, without any payment being made.
9
<PAGE>
Benefit Plans
Defined Benefit Plan
NBC 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.
<TABLE>
<CAPTION>
Years of Service
---------------------------------------
5 Year Average Annual Earnings 10 20 30 40 45
------------------------------ ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
$ 50,000........................... $ 7,097 $14,194 $21,291 $25,465 $26,090
75,000........................... 11,472 22,944 34,416 41,090 42,027
100,000........................... 15,847 31,694 47,541 56,715 57,965
125,000........................... 20,222 40,444 60,666 72,340 73,902
156,000*.......................... 25,647 51,294 76,941 91,715 93,665
</TABLE>
- --------
* Based on annual compensation limits of $150,000 for 1995 and 1996 and
$160,000 for 1997-1999.
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 NBC 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.
Credited years of service for those officers whose compensation is disclosed
in the Summary Compensation Table follows:
<TABLE>
<CAPTION>
Credited Years Year
of Service as Individual
of Reaches
Name January 1, 2000 Age 65
---- --------------- ----------
<S> <C> <C>
Lewis F. Mallory, Jr............................. 34 2008
Mark A. Abernathy................................ 5 2022
Richard T. Haston................................ 3 2011
Bobby L. Harper.................................. 33 2006
Thomas J. Prince................................. 20 2006
</TABLE>
Nonqualified Deferred Compensation Plan
NBC maintains for the benefit of the named executive officers and certain
other key employees a nonqualified deferred compensation plan that is financed
by individual life insurance policies. Upon retirement, each participant is
entitled to receive a portion of the cash value of the policy, payable in
installments. At death, a participant's beneficiaries or heirs are entitled to
receive a portion of the death benefit. NBC currently receives a portion of the
cash value of each policy and, upon the death of each participant, a portion of
the death benefit. NBC receives its portion of the cash value before any
benefit accrues to the participant. The amount received is sufficient to
compensate NBC, at a rate equal to the one-year treasury, for the funds
invested in the policies. This effectively makes this plan revenue neutral for
NBC.
10
<PAGE>
Long Term Incentive Awards
NBC provides a phantom stock benefit plan whereby the value of shares of
NBC'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, 1999, values of
Messrs. Mallory's and Abernathy's interests in the plan are reflected below:
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-The-Money Options/SARs
Shares Options/SARs At Fiscal At
Acquired On Value Year-End (#) Fiscal Year-End ($)
Name Exercise (#) Realized ($) Exercisable/Unexercisable Exercisable/Unexercisable
---- ------------ ------------ ------------------------- -------------------------
<S> <C> <C> <C> <C>
Lewis F. Mallory, Jr.... 0 0 0[E] 0[E]
6,434.4[U] $214,667[U]
Mark A. Abernathy....... 0 0 0[E] 0[E]
2,000.0[U] $ 66,330[U]
</TABLE>
Salary Committee Report on Executive Compensation
The salary committee of the board of directors of NBC is responsible for
approving the salaries of the executive officers who are also directors of NBC,
as well as reviewing the compensation of the other executive officers. For
1999, 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
and Henry S. Weiss. All members of the committee are non-employee directors.
The committee develops its recommendations after reviewing information
compiled by Watson Wyatt, an actuarial and consulting company with offices in
principal cities around the world. Watson Wyatt annually provides recommended
salary adjustments on all of NBC's salaried positions. Watson Wyatt was
retained in 1985 to design and implement a Salary Administration Program, which
would provide a basis for paying fair and competitive salaries throughout NBC,
while including a pay for performance philosophy as an underlying principle.
It is the policy of NBC to pay fair and equitable salaries based on the
relative value of each position to NBC, giving due consideration to
compensation paid for comparable work by peer companies of similar size and
financial performance in its geographical area. NBC'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 NBC can attain its
objectives.
To support NBC in these goals, Watson Wyatt 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 NBC's financial performance become components of a
written salary recommendation provided by Watson Wyatt. The salary committee
evaluates Watson Wyatt's recommendations, gives additional consideration to
recommendations of the CEO for subordinate executive officers, and makes
adjustments as necessary to
11
<PAGE>
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 1999.
Based upon the salary committee's recommendation, the board of directors has
established a discretionary bonus policy which distributes to all staff
(excluding certain senior 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, certain other executive officers of NBC,
including those executives whose compensation is disclosed in the Summary
Compensation Table, and certain senior officers and lending officers of
National Bank of Commerce and subsidiaries 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 NBC and motivate certain
personnel of NBC through the award of compensation based on the attainment of
stated performance objectives. The chief executive, chief operating, chief
financial and certain other officers' bonuses are 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 and certain other 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 are intended to support the achievement
of the overall corporate goals.
Incentive compensation awards for 1999 were predicated upon NBC 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 $245,644 awarded to Messrs. Mallory, Abernathy, Haston, Harper and
Prince as participants during 1999. Of this amount, $92,200 was awarded to Mr.
Mallory, which represents an amount equal to 35% of his salary.
Respectfully submitted,
The Salary Committee of the Board of
Directors,
Robert S. Jones, Chairman James R. Prude J. Nutie Dowdle
Hunter M. Gholson Sarah S. Prude Henry S. Weiss
Robert D. Miller Allen B. Puckett, III
12
<PAGE>
Market Comparisons
The Securities and Exchange Commission requires that NBC 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 NBC. The broad market index used in the
graph is the NASDAQ Market Index. NBC 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, 1995, 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 December 31, 1999. For purposes of
constructing this data, the returns of each component issuer have been weighted
according to that issuer's market capitalization.
FIVE-YEAR CUMULATIVE TOTAL RETURN OF THE COMPANY,
NASDAQ MARKET AND MG GROUP INDEX
[PERFORMANCE GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
Measurement Period
(Fiscal Year Covered) NBC NASDAQ MG GROUP
- --------------------- ------- ------- --------
<S> <C> <C> <C>
Measurement point $100.00 $100.00 $100.00
1995 $120.86 $129.71 $148.91
1996 $140.23 $161.18 $188.81
1997 $193.02 $197.16 $326.72
1998 $244.23 $278.08 $311.16
1999 $178.72 $490.46 $258.80
</TABLE>
MG INDUSTRY GROUP 045-EAST SOUTH CENTRAL BANKS:
<TABLE>
<S> <C> <C>
ACADIANA BANCSHARES INC COMMUNITY TRUST BNCP INC MIDSOUTH BANCORP
ADMIRALTY BANCORP CL B COMPASS BANCSHARES INC NATIONAL COMMERCE BANCP
ALABAMA NATIONAL BANCORP CRESCENT BANKING COMPANY PEOPLES BANCTRUST CO
AMSOUTH BANCORPORATION EASTERN VIRGINIA BNKSHRS PEOPLES HOLDING CO
AREA BANCSHARES CORP EUFAULA BANCCORP INC PREMIER FINANCIAL BANCP
AUBURN NATIONAL BANC INC FARMERS CAPITAL BANK CP REGIONS FINANCIAL CORP
BANC CORPORATION FIRST M & F CORPORAITON REPUBLIC BANKING CORP
BANCORPSOUTH INC FIRST TENNESSEE NATL CP S.Y. BANCORP INC
BANK OF THE OZARKS INC FIRST UNITED BANCSHARES SIMMONS FIRST NATL CORP
BANKFIRST CORPORATION FLORIDA BANKS INC SOUTH ALABAMA BANCORP
BRITTON & KOONTZ CAP CP FNB CORPORATION (VA) SOUTHTRUST CORP
CARDINAL FINANCIAL CORP HANCOCK HOLDING CO TRUSTMARK CORP
CBT CORP HIBERNIA CORP A UNION PLANTERS CORP
CNB FLORIDA BANKSHARES ISB FINANCIAL CORP UNITED FINANCIAL HOLDING
COLONIAL BANCGROUP CL A LAMAR CAPTIAL CORP WHITNEY HOLDING CORP
COMMUNITY FINANCIAL GRP MID-AMERICA BANCORP
</TABLE>
13
<PAGE>
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 NBC during 1999 and
which is anticipated to be retained during 2000. During 1999, no executive
officer of NBC 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 NBC board of directors.
CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND INDEBTEDNESS
During the calendar year 1999, the law firm of Gholson, Hicks and Nichols
rendered legal services to NBC and its subsidiary and billed for those
services, for which it was compensated. Director Hunter Gholson is associated
with Gholson, Hicks and Nichols, a professional association. Gholson, Hicks,
and Nichols received a total of $207,325 in legal fees from NBC during the
calendar year 1999.
Certain directors and officers of NBC, businesses with which they are
associated, and members of their immediate families are customers of NBC and
had transactions with NBC in the ordinary course of its business during the
years ended December 31, 1999, and 1998. As of December 31, 1999, the aggregate
principal amount of indebtedness (including unfunded commitments) owed to NBC
by NBC management and these related parties was $26,380,000. This indebtedness
comprised approximately 4.23% of the total currently outstanding loans, net of
unearned interest, as of December 31, 1999. In the opinion of the board of
directors, such transactions were made in the ordinary course of business, were
made 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.
OTHER MATTERS
NBC's management is not aware of any other matters to be brought before the
NBC 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.
INDEPENDENT PUBLIC ACCOUNTANTS
NBC's consolidated financial statements for the year ended December 31,
1999, were audited by the firm of T. E. Lott & Company. T. E. Lott & Company
has also been appointed to audit NBC's financial statements for 2000. A
representative of T. E. Lott & 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.
14
<PAGE>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires NBC's directors, executive
officers, and any person beneficially owning more than ten percent of NBC's
Common stock to file reports of securities ownership and changes in that
ownership with the Commission. Officers, directors and greater than ten percent
stockholders also are required by rules promulgated by the Commission to
furnish NBC with copies of all Section 16(a) forms they file.
Based solely upon a review of the copies of such forms filed during 1999,
NBC believes that during the fiscal year ended December 31, 1999, its officers,
directors and greater than ten percent beneficial owners complied with all
applicable Section 16(a) filing requirements, except for Henry S. Weiss, who
filed a late Form 4 for 1,412 shares acquired through a private transaction on
November 30, 1999.
PROPOSALS OF SHAREHOLDERS
At the annual meeting each year, the board of directors submits to
shareholders its nominees for election as directors. The board of directors may
also submit other matters to the shareholders for action at the annual meeting.
Shareholders of NBC may also submit proposals for inclusion in the proxy
materials. Proposals of shareholders intended to be presented at the 2001
annual meeting of shareholders must be received by Lewis F. Mallory, Jr.,
Chairman of the Board and Chief Executive Officer of NBC at 301 East Main
Street, Starkville, Mississippi 39759, no later than Tuesday, February 15,
2001, in order for such proposals to be considered for inclusion in the proxy
statement and form of proxy relating to the 2001 annual meeting.
AVAILABILITY OF ANNUAL REPORT ON FORM 10-K
Upon the written request of any record holder or beneficial owner of the
shares entitled to vote at the annual meeting, NBC, without charge, will
provide a copy of its annual report on Form 10-K for the year ended December
31, 1999, which was filed with the Securities and Exchange Commission on March
31, 2000. Requests should be mailed to Richard T. Haston, Executive Vice
President and Chief Financial Officer, at P.O. Box 1187, Starkville,
Mississippi, 39760.
15
<PAGE>
NBC CAPITAL CORPORATION
Starkville, Mississippi
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 11, 2000
The undersigned shareholder(s) hereby appoint(s) Robert L. Calvert, III,
Sa rah Scribner Prude, Allen B. Puckett, III 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 11, 2000, at 5:00 p.m. at 301 East Main Street, Starkville,
Mississippi, and any and all adjournments, thereof, with full power for any of
them to appoint and to revoke the appointment of a substitute for themselves 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.
This proxy will be voted as directed below on the proposals set forth in the
proxy statement of the meeting.
ITEM 1. To elect twenty three directors of NBC Capital Corporation to serve
until the 2001 annual meeting, or until their successors are duly elected and
qualified.
[_] FOR [_] WITHHOLD AUTHORITY
ITEM 2. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the annual meeting or any adjournment
thereof.
[_] FOR [_] AGAINST [_] ABSTAIN
(INSTRUCTION: To withhold authority to vote for any individual nominee check
the box above to vote "FOR" all nominees and strike a line through the
nominee's name in the list below. Holders of common stock may cumulate their
votes for one or more directors. To cumulate votes, place the number of votes
for a director on the line next to such director's name)
The Board of Directors recommends a vote "FOR" all nominees listed below.
<TABLE>
<S> <C> <C> <C>
____Lewis F. Mallory, Jr. ____J. Nutie Dowdle ____Robert S. Jones ____Allen Puckett, III
____Mark A. Abernathy ____Clifton B. Fowler ____Robert D. Miller ____Dr. James C. Ratcliff
____David Byars ____James C. Galloway, Jr. ____Ralph E. Pogue ____Sammy J. Smith
____Robert S. Caldwell, Jr. ____Hunter M. Gholson ____Thomas J. Prince, Jr. ____H. Stokes Smith
____Robert L. Calvert, III ____E. Frank Griffin, III ____James R. Prude ____Henry S. Weiss
____Robert A. Cunningham ____Bobby Harper ____Sarah Scribner Prude
</TABLE>
NOTE: Please sign exactly as the name appears on the certificate or
certificates representing shares to be voted by this proxy. 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). Please mail in the accompanying postage paid envelope.
Date:_________________________________
______________________________________
Signature of Stockholder
Date:_________________________________
______________________________________
Signature if held jointly
