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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 3, 2000
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COMMERCE NATIONAL CORPORATION
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(Exact name of Registrant as specified in its charter)
Florida 2-98960A 59-2497676
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(State or Other Jurisdiction of Commission file number: (I.R.S. Employer
Incorporation or Organization) Identification No.)
1201 South Orlando Avenue, Winter Park, Florida 32789
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (407) 741-8900
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Not Applicable
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(Registrant's former name or former address,
if changed since last report)
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Item 5. Other Information.
On March 3, 2000, Commerce National Corporation ("CNC") entered into an
Agreement and Plan of Merger with Wachovia Corporation, a North Carolina
corporation ("Wachovia") for a tax-free merger of the two companies pursuant to
which CNC would be merged into Wachovia and each outstanding share of common
stock, par value $0.10 per share, of CNC would be converted into shares of
Wachovia's common stock, par value $5.00 per share, at an exchange ratio ranging
from a minimum of 0.8421 to a maximum of 1.0526 of Wachovia shares for each CNC
share (the "Proposed Merger").
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of businesses acquired. Not Applicable
(b) Pro forma financial information. Not Applicable
(c) Exhibits.
1 Press release dated March 3, 2000 announcing the Proposed Merger.
2
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
COMMERCE NATIONAL CORPORATION
Dated: March 20, 2000
By: /s/ Guy D. Colado
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GUY D. COLADO, President and
Chief Executive Officer
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INDEX OF EXHIBITS FILED WITH THIS REPORT
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EXHIBIT DESCRIPTION
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1 Press release dated March 3, 2000 announcing the Proposed Merger.
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EXHIBIT 1
PRESS RELEASE DATED MARCH 3, 2000
For Additional Information:
Ed L. Hutchins Guy D. Colado
Wachovia Corporation Commerce National Corporation
336-732-4200 407-741-8900
[email protected]
March 3, 2000
For Release: Immediately
Wachovia Expands Florida Presence With Purchase Of Winter Park, Fla.-Based
Company
Wachovia Corporation (NYSE:WB) today announced that it has reached a
definitive agreement to acquire Commerce National Corporation, the parent of the
National Bank of Commerce, a nationally chartered commercial bank with
headquarters and three branch offices in Winter Park, Fla., just north of
Orlando.
At Dec. 31, 1999, Commerce National had $181 million in assets and deposits of
$154 million. The bank is the leading community bank in the affluent Winter Park
area with a deposit share of 10 percent and is the second largest community bank
in Orange County.
The transaction is subject to approval by regulatory authorities and Commerce
National shareholders. It is expected to close in the third quarter of 2000.
The transaction is structured as a purchase. The agreement provides for a tax-
free exchange of Wachovia common shares for shares of Commerce National common
stock at a value of $54 per share of Commerce National, or a purchase price of
approximately $40 million. The exchange ratio will be a minimum of 0.8421 and a
maximum of 1.0526 shares of Wachovia common stock for each share of Commerce
National.
The acquisition will give Wachovia a retail presence in the Orlando area,
where it has had a corporate services office since 1998. Corporate services
offices also are located in Fort Lauderdale, Jacksonville, Merritt Island,
Pensacola, Tampa and West Palm Beach. Wachovia currently has 37 retail
branches in Palm Beach, Broward, Martin and Brevard counties. Last year
Wachovia announced plans to add nine new branches in the eastern Florida
counties and at least five new offices in Hillsborough County, home to
Wachovia's Florida headquarters in Tampa.
"The National Bank of Commerce will give us an established consumer base in a
market that we find very attractive due to its high growth prospects," said J.
Kenneth Coppedge, Wachovia's Florida Banking president. "The metro Orlando
area, which currently has 1.4 million residents, is projected to reach almost 2
million by 2010. The broad array of services Wachovia offers - including
Internet banking and investing - are particularly well suited to the Orlando
market."
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The National Bank of Commerce opened its first branch in 1986. The bank
opened three additional branches in the mid-1990s with the goal of becoming the
leading community bank in Winter Park. During the last five years, deposits
have grown 20 percent and loans 18 percent on a compound basis.
"We have been very successful in executing our strategy," said Guy D. Colado,
president of Commerce National. "Joining with Wachovia will enable our
shareholders to realize the value that has been created by becoming a leading
community bank. We were committed to combining with a strong financial services
company that could provide additional resources to capture the significant
growth opportunities in the market. Customers will receive added value through
the broader array of sophisticated services that will be available and benefit
from the continued relationship approach to banking that is also a hallmark of
Wachovia."
In connection with the acquisition, Commerce National Corporation issued to
Wachovia an option to purchase up to 24.9 percent of Commerce National's stock
under certain circumstances. In addition, directors and certain large
shareholders controlling approximately 25 percent of Commerce National's
outstanding shares have agreed to vote in favor of the merger.
Wachovia Corporation, with dual headquarters in Atlanta and Winston-Salem,
N.C., is a leading financial services company serving regional, national and
international markets. As of Dec. 31, 1999, Wachovia had assets of $67.4
billion, ranking 16/th/ among bank holding companies in the nation. Member
companies offer consumer and commercial banking, bank card, asset and wealth
management, capital markets and investment banking, brokerage and insurance
services. Wachovia Bank, N.A., the principal subsidiary, has more than 700
offices and 1,300 ATMs in Florida, Georgia, North Carolina, South Carolina and
Virginia. Wachovia's highly rated Web site is located at www.wachovia.com.
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OFFITBANK, a subsidiary of Wachovia Corporation, offers services to upper tier
wealth management clients through offices located in New York, Miami and San
Francisco.
