-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, F4dSRLPi41NhB0LrEqp/NNuHTHDyU1YlWbdphiCbGRhbKhjN6tPkHop6RM08mhQy 8Md3Un1BzSvyq3i0go/Row== /in/edgar/work/20000620/0000898430-00-001842/0000898430-00-001842.txt : 20000920 0000898430-00-001842.hdr.sgml : 20000920 ACCESSION NUMBER: 0000898430-00-001842 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000619 ITEM INFORMATION: FILED AS OF DATE: 20000620 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL COMMERCE BANCORPORATION CENTRAL INDEX KEY: 0000101844 STANDARD INDUSTRIAL CLASSIFICATION: [6021 ] IRS NUMBER: 620784645 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-06094 FILM NUMBER: 657372 BUSINESS ADDRESS: STREET 1: ONE COMMERCE SQ CITY: MEMPHIS STATE: TN ZIP: 38150 BUSINESS PHONE: 9015233242 MAIL ADDRESS: STREET 1: ONE COMMERCE SQ CITY: MEMPHIS STATE: TN ZIP: 38150 FORMER COMPANY: FORMER CONFORMED NAME: UNITED TENNESSEE BANCSHARES CORP DATE OF NAME CHANGE: 19780820 FORMER COMPANY: FORMER CONFORMED NAME: UNITED TENNESSEE BANSHARES CORP DATE OF NAME CHANGE: 19780525 8-K 1 0001.txt CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 19, 2000 ------------------ NATIONAL COMMERCE BANCORPORATION -------------------------------- (Exact name of registrant as specified in its charter)
Tennessee 0-6094 62-0784645 - ------------------------------ --------------- ------------------ (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.)
One Commerce Square, Memphis, Tennessee 38150 - ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (901) 523-3371 --------------- Not Applicable -------------- (Former name, former address and former fiscal year, if changed since last report) INFORMATION TO BE INCLUDED IN THE REPORT Item 5. Other Events. The Registrant made a publicly-disseminated press release on June 19, 2000, a copy of which is attached to this Current Report on Form 8-K as an Exhibit and is incorporated herein by reference. -1- (c) Exhibits. The following exhibits are filed pursuant to Item 601 of Regulation S-K:
Exhibit Number Description - --------- ---------------------------------------------------------------------------- 99.1 Press release dated June 19, 2000.
-2- 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 thereunto duly authorized. NATIONAL COMMERCE BANCORPORATION Date: June 19, 2000 By: /s/ Lewis E. Holland -------------------------- Lewis E. Holland Chief Financial Officer -3- EX-99.1 2 0002.txt PRESS RELEASE EXHIBIT 99.1 FOR IMMEDIATE RELEASE Contact: M.J. "Jekka" Ashman 901.523.3525 FEDERAL RESERVE APPROVES NCBC-CCB MERGER MEMPHIS, Tennessee (June 19, 2000) - National Commerce Bancorporation (Nasdaq:NCBC), headquartered in Memphis, Tennessee, announced that earlier today it received approval from the Board of Governors of the Federal Reserve System to acquire through merger CCB Financial Corporation (NYSE:CCB), Durham, North Carolina, and its principal banking subsidiary, Central Carolina Bank and Trust. NCBC Chairman Thomas M. Garrott and CCB Chairman Ernest C. Roessler stated that in addition to receiving approval from the Federal Reserve, Institutional Shareholder Services (ISS) earlier today endorsed the proposed combination of NCBC and CCB and stated that, "Based on the fairness opinion provided to CCB by its financial adviser [J.P. Morgan Securities, Inc.], the potential strategic synergies and the 'merger of equals' structure of the transaction, we believe the merger agreement warrants shareholder support." ISS is the nation's leading independent institutional stockholder advisory firm. Garrott and Roessler stated they were pleased with the Federal Reserve's timely approval of the merger application as well as the recommendation by ISS in support of the transaction to institutional shareholders. Both Garrott and Roessler stated that the combination of NCBC and CCB is a win-win scenario for shareholders of both companies and expressed confidence that the transaction would be approved by both NCBC and CCB shareholders on June 29 and that the merger would be consummated by mid-July. FORWARD-LOOKING STATEMENTS - -------------------------- This presentation contains certain statements regarding National Commerce Bancorporation ("NCBC") and CCB Financial ("CCB") following the completion of the merger of equals discussed herein, including strategies, plans and objectives, as well as estimates and statements based on underlying estimates of future financial condition, performance and operating efficiencies on a pro forma basis and cost savings and revenue enhancements and accretion to reported earnings that will be realized from the merger. -more- These statements and estimates constitute forward-looking statements (within the meaning of the Private Securities Litigation Reform Act of 1995), which involve significant risks and uncertainties. A variety of factors could cause actual results and experience to differ materially from the anticipated results or other expectations expressed in such forward-looking statements. Neither NCBC nor CCB assumes any obligation to update these forward-looking statements or to update the reasons why actual results could differ from those projected in the forward-looking statements. Factors that might cause such a difference include, but are not limited to, risks and uncertainties related to the consummation of the merger, including the realization of expected cost savings from the merger; realization of the level of revenues following the merger; integration costs or difficulties, competition from both financial and non-financial institutions; changes in interest rates, deposit flows, loan demand and real estate values; changes in legislation or regulation; changes in accounting principles, policies or guidelines; the timing and occurrence (or non-occurrence) of transactions and events that may be subject to circumstances beyond the control of NCBC or CCB; and other economic, competitive, governmental, regulatory and technological factors affecting NCBC or CCB specifically or the banking industry or economy generally. You are urged to read the Joint Proxy Statement/Prospectus of NCBC or CCB, together with all documents incorporated therein by reference. These documents contain important information and may be referenced free of charge at the SEC's web site http://www.sec.gov or obtained from either NCBC or CCB by contacting Kathryn L. Shelton, assistant treasurer, National Commerce Bancorporation, One Commerce Square, Memphis, Tennessee 38103, 901.523.3242. ### -----END PRIVACY-ENHANCED MESSAGE-----