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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No. 1)
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)
628729-10-5
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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. 628729-10-5 13G Page 2 of 6 Pages
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NAMES OF REPORTING PERSONS.
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
National Bank of Commerce Employee Stock Ownership Plan
64-6190184
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
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CITIZENSHIP OR PLACE OF ORGANIZATION
4
Mississippi
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SOLE VOTING POWER
5
NUMBER OF None
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
297,116
OWNED BY
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EACH SOLE DISPOSITIVE POWER
7
REPORTING None
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
297,116
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
297,116 shares as of April 20, 2000
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
10 (SEE INSTRUCTIONS)
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11
4.12%
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
12
EP
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CUSIP NO. 628729-10-5 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:
628729-10-5
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.
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CUSIP NO. 628729-10-5 13G Page 4 of 6 Pages
(e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(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).
ITEM 4. OWNERSHIP.
(a) Amount beneficially owned:
297,116 shares as of April 20, 2000.
(b) Percent of class:
4.12% (Based on total outstanding shares of 7,212,662 as of February
29, 2000, as reported in NBC Capital Corporation's 10-K for the year
ended December 31, 1999.)
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: 0
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(ii) Shared power to vote or to direct the vote: 297,116
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(iii) Sole power to dispose or to direct the
disposition of: 0
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(iv) Shared power to dispose or to direct the
disposition of: 297,116
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CUSIP NO. 628729-10-5 13G Page 5 of 6 Pages
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [x].
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. 628729-10-5 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 24, 2000
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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
