-----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, U5JWPndFCl97WwHHCcm9Wd9MYIC0q/3yA6kd45j4XjPvbtsyVJLAxbW746R6lzcW 3cDjhMXGeRHQNjnOUv728g== 0000931763-00-000684.txt : 20000329 0000931763-00-000684.hdr.sgml : 20000329 ACCESSION NUMBER: 0000931763-00-000684 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20000327 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL COMMERCE BANCORPORATION CENTRAL INDEX KEY: 0000101844 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 620784645 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: SEC FILE NUMBER: 333-30746 FILM NUMBER: 580126 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 POS AM 1 POST EFFECTIVE AMEND #1 FORM S-4 REG. STMT. As filed with the Securities and Exchange Commission on March 27, 2000 Registration No. 333-30746 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------- POSTEFFECTIVE AMENDMENT NO. 1 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------- National Commerce Bancorporation (Exact name of registrant as specified in its charter)
Tennessee 6711 62-0784645 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification Number One Commerce Square Memphis, Tennessee 38150 (901) 523-3434 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)
CHARLES A. NEALE, ESQ. VICE PRESIDENT AND GENERAL COUNSEL NATIONAL COMMERCE BANCORPORATION ONE COMMERCE SQUARE MEMPHIS, TENNESSEE 38150 (901) 523-3371 (Name, address, including zip code, and telephone number, including area code, of agent for service) with copies to: JOHN A. GOOD, ESQ. EDWARD C. WINSLOW, ESQ. Bass, Berry & Sims PLC Brooks, Pierce, McLendon, Humphrey & Leonard, L.L.P. 100 Peabody Place, Suite 950 2000 Renaissance Plaza, 230 North Elm Street, Memphis, Tennessee 38103 P.O. Box 26000 (27420) Telephone: (901) 543-5901 Greensboro, North Carolina 27401 Facsimile: (888) 543-4644 Telephone: (336) 373-8850 E-Mail: jgood@bassberry.com Facsimile: (336) 378-1001 E-Mail: ewinslow@brookspierce.com
-------------- Approximate date of commencement of proposed sale to the public: As soon as practicable following the effectiveness of this Registration Statement. If any securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. [ ] If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] -------------- The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. EXPLANATORY NOTE This Post-Effective Amendment No. 1 to the Registration Statement on Form S-4 (Registration No. 333-30746) includes supplemental information that was mailed to the shareholders of Piedmont Bancorp, Inc. on or about March 24, 2000 in connection with the Special Meeting of Piedmont shareholders to be held March 31, 2000. NATIONAL COMMERCE BANCORPORATION SUPPLEMENTAL INFORMATION FOR PROXY STATEMENT/PROSPECTUS DATED MARCH 27, 2000 The Registrant has supplemented the information contained in the proxy statement/prospectus dated March 31, 2000 provided to the shareholders of Piedmont Bancorp, Inc. in connection with the special meeting of the Piedmont shareholders to be held March 31, 2000 to approve the merger of Piedmont with and into NCBC. On March 24, 2000 NCBC filed a Supplement to Proxy Statement/Prospectus which was distributed by express courier to the record owners of Piedmont common stock on or about that date. A copy of the supplement is attached hereto as Exhibit 99.1. The proxy statement/prospectus also constitutes a prospectus for the offer and sale of shares of NCBC common stock to be received by Piedmont shareholders upon consummation of the merger. Separately, since the date of the proxy statement/prospectus, NCBC has filed the following reports with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended. . Current Report on Form 8-K dated March 20, 2000 containing the press release announcing the execution of a merger agreement between NCBC and CCB Financial Corporation, filed with the Commission on March 21, 2000. . Definitive Proxy Statement on Schedule 14A in connection with the NCBC annual meeting of shareholders to be held April 26, 2000, filed with the Commission on March 23, 2000. . Amendment to Current Report on Form 8-K/A dated March 20, 2000 containing Agreement and Plan of Merger between NCBC and CCB dated as of March 17, 2000 and Stock Option Agreement between NCBC and CCB dated as of March 17, 2000, filed with the Commission on March 24, 2000. . Annual Report on Form 10-K, filed with the Commission on March 27, 2000. . Current Report on Form 8-K dated March 27, 2000 containing audited financial statements of CCB Financial Corporation as required by Rule 3-05 of Regulation S-X and unaudited condensed combined pro forma financial information as required by Article 11 of Regulation S-X. Each of the foregoing has been incorporated by reference into the proxy statement/prospectus. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Post-Effective Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Memphis, State of Tennessee, on March 24, 2000. National Commerce Bancorporation By: /s/ Thomas M. Garrott ------------------------------------ Thomas M. Garrott Chairman of the Board, President and Chief Execution Officer Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date --------- ----- ---- /s/ Thomas M. Garrott - ------------------------------- Chairman of the Board, President and Chief March 24, 2000 Thomas M. Garrott Executive Officer (Principal Executive Officer) and Director /s/ Lewis E. Holland - -------------------------------- Vice Chairman, Treasurer and Chief March 24, 2000 Lewis E. Holland Financial Officer (Principal Financial Officer and Principal Accounting Officer) and Director /s/ Mark A. Wendel - ------------------------------- Accounting Officer (Principal Accounting March 24, 2000 Mark A. Wendel Officer) * - ------------------------------- Director March 24, 2000 Frank G. Barton, Jr. * - ------------------------------- Director March 24, 2000 R. Grattan Brown, Jr. * - ------------------------------- Director March 24, 2000 Bruce E. Campbell, Jr. * - ------------------------------- Director March 24, 2000 John D. Canale, III
II-1
Signature Title Date --------- ----- ---- * - ------------------------------- Director March 24, 2000 James H. Daughdrill, Jr. * - ------------------------------- Director March 24, 2000 Thomas C. Farnsworth, Jr. - ------------------------------- Director ________, 2000 R. Lee Jenkins - ------------------------------- Director ________, 2000 W. Neely Mallory, Jr. * - ------------------------------- Director March 24, 2000 James E. McGehee, Jr. * - ------------------------------- Director March 24, 2000 Phillip H. McNeill, Sr. * - ------------------------------- Director March 24, 2000 Harry J. Phillips, Sr. - ------------------------------- Director ________, 2000 J. Bradbury Reed * - ------------------------------- Director March 24, 2000 William R. Reed, Jr. * - ------------------------------- Director March 24, 2000 G. Mark Thompson *By: /s/ Charles E. Neale ---------------------------- Charles E. Neale As Attorney-in-Fact
II-2 Item 21. Exhibits and Financial Statement Schedules The following exhibits are filed as part of this Post-Effective Amendment No. 1 to the Registration Statement or are incorporated by reference herein: 23.1 Consent of Ernst & Young LLP (filed herewith) 23.2 Consent of KPMG Peat Marwick LLP (filed herewith) 23.3 Consent of KPMG Peat Marwick LLP (filed herewith) 99.1 Form of Piedmont Proxy (incorporated by reference to Registration Statement on Form S-4, Registration No. 333-30746 as filed with the Commission on February 18, 2000) 99.2 Supplement to Proxy Statement/Prospectus, dated March 23, 2000 (filed herewith) II-3 EX-23.1 2 CONSENT OF ERNST & YOUNG LLP EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the reference to our firm under the caption "Experts" in the Post-Effective Amendment No. 1 to the Registration Statement (Form S-4 No. 333-30746) and related Proxy Statement/Prospectus of National Commerce Bancorporation and to the incorporation by reference therein of our report dated January 27, 2000, with respect to the consolidated financial statements of National Commerce Bancorporation incorporated by reference in its Annual Report (Form 10-K) for the year ended December 31, 1999, filed with the Securities and Exchange Commission. Ernst & Young LLP Memphis, Tennessee March 27, 2000 EX-23.2 3 CONSENT OF KPMG PEAT MARWICK EXHIBIT 23.2 To the Board of Directors Piedmont Bancorp, Inc. We consent to the use of our report incorporated herein by reference and to the reference to our firm under the heading "Experts" in the prospectus. KPMG LLP Raleigh, North Carolina March 24, 2000 EX-23.3 4 CONSENT OF KPMG PEAT MARWICK EXHIBIT 23.3 The Board of Directors CCB Financial Corporation: We consent to incorporation by reference in the post-effective amendment No. 1 to the registration statement (No. 33-30746) on Form S-4 of National Commerce Bancorporation of our report dated January 20, 2000, relating to the consolidated balance sheets of CCB Financial Corporation and subsidiaries as of December 31, 1999, and 1998, and the related consolidated statements of income, shareholders' equity, and cash flows for each of the years in the three-year period ended December 31, 1999, which report appears in the Form 8-K of National Commerce Bancorporation dated March 27, 2000. /s/ KPMG LLP Raleigh, North Carolina March 24, 2000 EX-99.2 5 SUPPLEMENT TO PROXY STATEMENT EXHIBIT 99.2 PIEDMONT BANCORP, INC. Supplement to Proxy Statement dated March 1, 2000 NATIONAL COMMERCE BANCORPORATION Prospectus Supplement to Prospectus dated March 1, 2000 This document is furnished to you as a supplement to the Proxy Statement/Prospectus provided you on or about March 3, 2000 in connection with the proposed merger of Piedmont Bancorp, Inc. into National Commerce Bancorporation and the special meeting of shareholders of Piedmont to be held March 31, 2000 to approve such merger. The purpose of this document is to provide you with additional information relating to NCBC and the merger that you might consider important in determining how to vote your shares of Piedmont common stock on the proposed merger at the special meeting. On March 20, 2000, NCBC announced that it had entered into a definitive agreement to merge with CCB Financial Corporation. CCB, based in Durham, North Carolina, is an $8.2 billion asset New York Stock Exchange-listed bank holding company which operates 208 branches in North Carolina and South Carolina. CCB's Trust and Investment Management division has 16 offices in North and South Carolina, Virginia and Florida. You may find additional information about CCB on its Web site at http://www.ccbonline.com. The information and other content contained on CCB's website is not a part of this Proxy Statement/Prospectus. The following table sets forth certain summary pro forma financial information for NCBC as if the NCBC/CCB merger had occurred on January 1, 1997. Pro forma information is not indicative of future financial performance.
1997 1998 1999 -------------------- --------------------- -------------------------- (Dollars in thousands, except per share data) Total assets $12,051,493 $13,830,644 $14,992,471 Deposits $ 9,429,099 $10,654,750 $11,212,925 Net interest income $ 472,171 $ 525,760 $ 568,590 Net income $ 167,878 $ 209,232 $ 258,057(1) Earnings per share-basic $ .83 $ 1.03 $ 1.26(1) Earnings per share-diluted $ .81 $ 1.01 $ 1.24(1) -------- (1) Includes a net of $31 million of non-recurring pre-tax income ($19 million after tax) related to a $33 million pre-tax gain on the sale of credit card receivables and $2 million for non-recurring pre-tax merger related expenses. Pro forma 1999 earnings per share-diluted would have been approximately $1.15 excluding the non-recurring items.
Under the CCB merger agreement, CCB shareholders will receive 2.45 shares of NCBC common stock for each share of CCB common stock they own. The merger is intended to be a tax-free reorganization for federal income tax purposes and is intended to be accounted for as a pooling-of-interests. Based on the closing price of the NCBC common stock on the Nasdaq Stock Market's National Market on March 17, 2000, the transaction value per share of CCB common stock is $48.23, a premium of approximately 25% over the closing price of the CCB common stock on the New York Stock Exchange on March 17, 2000. At the 2.45 exchange ratio, and based on the number of shares of CCB and NCBC currently outstanding, if the merger is completed CCB shareholders will own approximately 47% of the outstanding common stock of the combined company, while NCBC shareholders will own approximately 53%. The combined company will retain the name "National Commerce Bancorporation" and will be headquartered in NCBC's corporate headquarters in Memphis, Tennessee. The operations headquarters of the combined company will be in Durham, North Carolina. The combined company expects to operate under the CCB brand name in the Carolinas and under the NCBC brand names in all markets outside the Carolinas. The Board of Directors of the combined company will consist of 20 members. Initially, 10 members will be historical NCBC directors and 10 members will be historical CCB directors. For a period of two years following consummation of the merger, vacancies on the Board of Directors will be filled so as to preserve the equal representation. Thomas M. Garrott, chairman and chief executive officer of NCBC, will be the chairman of the board of directors and chairman of the executive committee of the combined company. Ernest C. Roessler, chairman and chief executive officer of CCB, will be the president and chief executive officer of the combined company. Messrs. Garrott and Roessler will co-head the transition team that will manage the integration of the companies. Other senior managers will include:
Name Current Position New Position - -------------------- ------------------------------- ---------------------------- William R. Reed, Jr. Vice Chairman - NCBC Chief Operating Officer Sheldon M. Fox Chief Financial Officer - CCB Chief Financial Officer J. Scott Edwards Executive Vice President - CCB Chief Administrative Officer Lewis E. Holland Chief Financial Officer - NCBC President of Financial Enterprises Executive Vice President for David T. Popwell Executive Vice President - NCBC Mergers and Acquisitions President of Carolina, Richard L. Furr Executive Vice President - CCB Virginia and West Virginia Banks
The senior management of each of CCB and NCBC believes that the combined company, including the Piedmont locations, will have the largest deposit market share of any bank in the Research Triangle area of North Carolina and will be among the top three in terms of deposits in the Triad area of North Carolina, consisting of Winston-Salem, High Point and Greensboro, and in Memphis, Tennessee. They believe that the business model of the combined company will provide increased geographic and revenue diversification. Both institutions are ranked by U.S. Banker magazine as being among the top ten performing banks in the country. NCBC's core competency is in retail banking, particularly in-store supermarket banking. CCB's core competency is high growth commercial banking. Both institutions have diversified into non-bank businesses that diversify revenues and enhance earnings growth. The companies have estimated that following the merger they will reduce operating expenses by approximately $50 million, representing approximately 12% of their combined operating expenses. NCBC and CCB senior management believe that because of their contiguous geographic franchises, merger integration risk will be mitigated. The merger was unanimously approved by the Boards of Directors of both NCBC and CCB. The merger is conditioned upon standard regulatory approvals and approval by the shareholders of both companies. Management of the companies expects the merger to close in the third quarter of 2000. Your vote continues to be important. A new proxy card is provided with this supplement for your use if you desire to change your vote. If you have already voted, you may change your vote by returning the new proxy card in the enclosed postage prepaid envelope. In order to change your vote, your new proxy card must be received prior to the time your existing proxy is exercised at the Piedmont special meeting scheduled for 9:00 a.m. on March 31, 2000. If your shares are held in "street name" and you have already instructed your broker how to vote, you may change your vote by following the instructions of your broker. If you have voted and don't change your vote in accordance with these instructions, then your vote as originally cast will be counted. You may obtain additional information about the process of changing your vote or submitting a new proxy card by contacting Regan & Associates, Inc., Piedmont's proxy solicitation firm, at 1-800-737-3426. Piedmont's Board of Directors continues to believe that the merger is in the best interests of its shareholders and continues to unanimously recommend voting FOR approval of the merger agreement between Piedmont and NCBC and the transactions provided for in the merger agreement. This supplement to the proxy statement/prospectus is dated March 23, 2000 and was mailed to Piedmont shareholders on or about March 23, 2000. FORWARD-LOOKING STATEMENTS The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements made by or on behalf of NCBC or Piedmont. All statements in this supplement to proxy statement/prospectus and the documents incorporated by reference to the proxy statement/prospectus that are not historical facts or that express expectations and projections with respect to future matters are "forward-looking statements" for the purpose of the safe harbor provided by the Reform Act. We caution readers that such "forward- looking statements," including, without limitation, those relating to future business initiatives and prospects, revenues, working capital, liquidity, capital needs, interest costs and income, wherever they occur in this document or in other statements attributable to NCBC, Piedmont or both NCBC and Piedmont, are necessarily estimates reflecting the best judgment of NCBC or Piedmont. Such statements involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the "forward-looking statements." "Forward-looking statements" should, therefore, be considered in light of various important factors, including those set forth in this supplement to proxy statement/prospectus. Important factors currently known to management of NCBC or Piedmont that could cause actual results to differ materially from those in "forward-looking statements" include significant fluctuations in interest rates, inflation, economic recession, economic conditions in the markets served by NCBC, CCB and Piedmont, significant changes in the federal and state legal and regulatory environment, significant under-performance in NCBC's, CCB's or Piedmont's portfolio of outstanding loans, competition in NCBC's, CCB's and Piedmont's markets, inability to complete the proposed merger of CCB into NCBC, inability to achieve a significant reduction in operating expenses after the merger of CCB into NCBC, and an inability to successfully integrate CCB and NCBC. Other factors set forth from time to time in NCBC's and Piedmont's filings with the SEC should also be considered. NCBC and Piedmont undertake no obligation to update or revise "forward-looking statements" to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time. INCORPORATION OF DOCUMENTS FILED WITH THE SEC The SEC allows NCBC and Piedmont to "incorporate by reference" in this supplement to proxy statement/prospectus the information each company files with the SEC, which means: . incorporated documents are considered part of this supplement to proxy statement/prospectus; . NCBC and Piedmont can disclose important information to you by referring you to those documents; and . information that NCBC and Piedmont file with the SEC will automatically update and supersede the information in this supplement to proxy statement/prospectus and information that was previously incorporated. NCBC incorporates by reference the documents listed below which were filed with the SEC under the Exchange Act: (1) NCBC's Annual Report on Form 10-K for the year ended December 31, 1998, filed on March 26, 1999; (2) NCBC's Quarterly Reports on Form 10-Q for the quarter ended March 31, 1999, filed on May 7, 1999, for the quarter ended June 30, 1999, filed on August 13, 1999, and for the quarter ended September 30, 1999, filed on November 9, 1999; and (3) NCBC's Current Report on Form 8-K filed on March 21, 2000; and (4) The description of NCBC Common Stock contained in the Registration Statement on Form S-8 (Registration No. 33-38552), filed on January 11, 1991. Piedmont incorporates by reference the documents listed below which were filed with the SEC under the Exchange Act: (1) Piedmont's Annual Report on Form 10-K for the year ended June 30, 1999, filed on September 28, 1999; (2) Piedmont's Quarterly Reports on Form 10-Q for the quarter ended September 30, 1999, filed on November 15, 1999 and for the quarter ended December 31, 1999, filed on February 14, 2000; and (3) Piedmont's Current Report on Form 8-K filed on February 11, 2000. (4) The following sections of Piedmont's 1999 Annual Report to Shareholders which accompanied the proxy statement/prospectus: "Selected Financial Data" on page 2; "Management's Discussion and Analysis" on pages 7 through 22 and "Quarterly Financial Data (Unaudited)" on page 44. NCBC also incorporates by reference each of the following documents that it will file between the date of this document and the date of the special meeting: . Reports filed under Section 13(a) and (c) of the Exchange Act; . Definitive proxy or information statements filed under Section 14 of the Exchange Act in connection with any subsequent shareholders meeting; and . Any reports filed under Section 15(d) of the Exchange Act. This supplement proxy statement/prospectus incorporates certain NCBC and Piedmont documents by reference which are not presented herein or delivered herewith. Copies of the documents (other than exhibits to the documents, unless the exhibits are specifically incorporated by reference into such documents) are available without charge to any person, including any beneficial owner, to whom this supplement to proxy statement/prospectus is delivered, upon written or oral request, with respect to documents that relate to NCBC, from Lewis E. Holland, Vice Chairman, Treasurer and Chief Financial Officer, National Commerce Bancorporation, One Commerce Square, Memphis, Tennessee 38150; Telephone No. (901) 523-3242, and, with respect to documents that relate to Piedmont, from Thomas W. Wayne, Treasurer, Vice President and Chief Financial Officer, Piedmont Bancorp, Inc., 260 South Churton Street, Hillsborough, North Carolina, 27278- 2507; Telephone No. (919) 732-2143. -----END PRIVACY-ENHANCED MESSAGE-----