-----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, M5XQHQhPg9rwc57avI+WfxedpMTm8F6ulCgYdXnWBjT/99PWYP5ZUWWu8YE8WlOu QMA1lZ8hBLuz97/lHomeTg== 0000931763-00-000805.txt : 20000403 0000931763-00-000805.hdr.sgml : 20000403 ACCESSION NUMBER: 0000931763-00-000805 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20000331 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: 591571 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 #2 FORM S-4 REGISTRATION STMT As filed with the Securities and Exchange Commission on March 31, 2000 Registration No. 333-30746 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------- POSTEFFECTIVE AMENDMENT NO. 2 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. 2 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 31, 2000 in connection with the Special Meeting of Piedmont shareholders adjourned on March 31, 2000 to be reconvened on April 11, 2000. NATIONAL COMMERCE BANCORPORATION SUPPLEMENTAL INFORMATION FOR PROXY STATEMENT/PROSPECTUS DATED MARCH 31, 2000 The Registrant has supplemented the information contained in the proxy statement/prospectus dated March 1, 2000 provided to the shareholders of Piedmont Bancorp, Inc. in connection with the special meeting of the Piedmont shareholders adjourned on March 31, 2000 to be reconvened April 11, 2000 to approve the merger of Piedmont with and into NCBC. On March 31, 2000 NCBC distributed Supplement No. 2 to Proxy Statement/Prospectus to the record owners of Piedmont common stock. A copy of the Supplement No. 2 is attached hereto as Exhibit 99.2. The proxy statement/prospectus as supplemented 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 Commission on March 21, 2000 . Definitive Proxy Statement on Schedule 14A in connection with NCBC annual meeting of shareholders to be held April 26,2000, filed with 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 Financial Corporation dated as of March 17, 2000 and Stock Option Agreement between NCBC and CCB Financial Corporation dated as of March 17, 2000, filed with Commission on March 24, 2000 . Annual Report on Form 10-K filed with 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. 2 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Post-Effective Amendment No. 2 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 31, 2000. National Commerce Bancorporation By: /s/ Thomas M. Garrott --------------------- Thomas M. Garrott Chairman of the Board, President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Post- Effective Amendment No. 2 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 March 31, 2000 Thomas M. Garrott and Chief Executive Officer (Principal Executive Officer) and Director /s/ Lewis E. Holland - --------------------------------------- Vice Chairman, Treasurer and March 31, 2000 Lewis E. Holland Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) and Director /s/ Mark A. Wendel - --------------------------------------- Accounting Officer (Principal March 31, 2000 Mark A. Wendel Accounting Officer) * - --------------------------------------- Director March 31, 2000 Frank G. Barton, Jr. * - --------------------------------------- Director March 31, 2000 R. Grattan Brown, Jr. * - --------------------------------------- Director March 31, 2000 Bruce E. Campbell, Jr. * - -------------------------------------- Director March 31, 2000 John D. Canale, III * - -------------------------------------- Director March 31, 2000 James H. Daughdrill, Jr.
II-1
Signature Title Date --------- ----- ---- * - -------------------------------------- Director March 31, 2000 Thomas C. Farnsworth, Jr. - -------------------------------------- Director ________, 2000 R. Lee Jenkins - -------------------------------------- Director ________, 2000 W. Neely Mallory, Jr. * Director March 31, 2000 - -------------------------------------- James E. McGehee, Jr. * Director March 31, 2000 - -------------------------------------- Phillip H. McNeill, Sr. * Director March 31, 2000 - -------------------------------------- Harry J. Phillips, Sr. - -------------------------------------- Director __________, 2000 J. Bradbury Reed * Director March 31, 2000 - -------------------------------------- William R. Reed, Jr. * Director March 31, 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. 2 to the Registration Statement or are incorporated by reference herein:
Exhibit Number Description of Exhibits - ------- ----------------------- 23.1 Consent of Ernst & Young LLP (filed herewith) 23.2 Consent of KPMG LLP (filed herewith) 99.1 Form of Piedmont Proxy (filed herewith) 99.2 Supplement No. 2 to Proxy Statement/Prospectus, dated March 31, 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. 2 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. /s/ Ernst & Young LLP Memphis, Tennessee March 31, 2000 EX-23.2 3 CONSENT OF KPMG LLP Exhibit 23.2 [LETTERHEAD OF KPMG LLP APPEARS HERE] 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. /s/ KPMG LLP KPMG LLP Raleigh, North Carolina March 30, 2000 EX-99.1 4 FORM OF PIEDMONT PROXY EXHIBIT 99.1 REVOCABLE PROXY PIEDMONT BANCORP, INC. [X] PLEASE MARK VOTES AS IN THIS EXAMPLE SPECIAL MEETING OF STOCKHOLDERS APRIL 11, 2000 - 9:00 A.M. Reconvened meeting originally scheduled for March 31, 2000 The undersigned hereby appoints D. Tyson Clayton and Peggy S. Walker, and each of them, as Proxies, each with power to appoint his or her substitute, and hereby authorizes them to represent and to vote, as designated below, all of the shares of common stock of Piedmont Bancorp, Inc., that the undersigned is entitled to vote at the reconvened Special Meeting of Shareholders to be held on April 11, 2000 or at any adjournments thereof. The affirmative vote of a majority of the shares represented at the meeting may authorize the adjournment of the meeting; provided, however, that no proxy that is voted against the Agreement and Plan of Reorganization, dated as of December 27, 1999, by and between National Commerce Bancorporation and Piedmont Bancorp, Inc. (the "Agreement") will be voted in favor of adjournment to solicit further proxies for such proposal. 1. Adoption of the Agreement and the related Plan of Merger. For [ ] Against [ ] Abstain [ ] 2. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting or any adjournments thereof. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ITEM 1, THE ADOPTION OF THE AGREEMENT AND RELATED PLAN OF MERGER. Please sign exactly as your name appears on this proxy. When shares are held by joint tenants, both should sign, but only one signature is required. When signing as attorney-in-fact, executor, administrator, trustee or guardian, please give full title as such. If a corporation, partnership or other entity, please sign in full corporate, partnership or other entity name by President or other authorized person. Please be sure to sign and date this Proxy in the box below. Date ------------- - ------------------------------ Stockholder sign above - ------------------------------ Co-holder (if any) sign above - -------------------------------------------------------------------------------- Detach above card, date, sign and mail in postage-paid envelope provided. PIEDMONT BANCORP, INC. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE ABOVE SIGNED SHAREHOLDER, BUT IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ITEM 1. THIS PROXY MAY BE REVOKED AT ANY TIME PRIOR TO ITS EXERCISE. --- The above signed acknowledges receipt from Piedmont Bancorp, Inc. prior to the execution of this proxy, of the Notice of Special Meeting and the related Proxy Statement/Prospectus. PLEASE MARK, DATE SIGN AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED POSTAGE-PAID ENVELOPE. EX-99.2 5 SUPPLEMENT #2 TO PROXY STMT DATE 3-31-2000 EXHIBIT 99.2 PIEDMONT BANCORP, INC. Supplement No. 2 to Proxy Statement dated March 1, 2000 NATIONAL COMMERCE BANCORPORATION Supplement No. 2 to Prospectus dated March 1, 2000 On or about March 3, 2000, we provided you a proxy statement/prospectus in connection with the proposed merger of Piedmont Bancorp, Inc. into National Commerce Bancorporation ("NCBC") and the special meeting of shareholders of Piedmont to be held to approve a merger agreement between Piedmont and NCBC. With the proxy statement/prospectus you were provided a notice of the special meeting, to be held March 31, 2000, and a proxy card on which you could cast your vote at the special meeting. On or about March 23, 2000 we provided you with Supplement No. 1 to the proxy statement/prospectus and a new proxy card. Supplement No. 1 provided you with narrative information about a proposed merger of NCBC and CCB Financial Corporation as publicly announced on March 20, 2000. You were instructed in that supplement that you could change your vote at the special meeting by submitting a new proxy card. In order to provide you with additional financial information required by United States securities laws, on or about March 31, 2000 we are sending to Piedmont shareholders of record as of the voting record date for the special meeting this Supplement No. 2 to the proxy statement/prospectus containing unaudited condensed combined pro forma financial information relating to the proposed merger of CCB into NCBC as if that merger had occurred. In addition, we inform you that Piedmont's special shareholders meeting to consider the Piedmont/NCBC merger has been adjourned until April 11, 2000 at 9:00 a.m. EST at the same location described in the notice of the special meeting previously provided to you. The votes on approval of the merger agreement will be tabulated at the re-convened special meeting. Piedmont adjourned the special meeting until April 11, 2000 in order to give you sufficient time to review the information contained in this supplement and change your vote if you desire. Attached as Annex 1 to this supplement are unaudited condensed combined pro forma financial statements of NCBC as if the NCBC/CCB merger had occurred on January 1, 1997, with respect to income statement information, and on December 31, 1999, with respect to balance sheet information. Pro forma information is not indicative of future financial performance. Moreover, incorporated by reference into this supplement are the audited financial statements for NCBC and CCB as included in each company's annual report on 10-K for the fiscal year ended December 31, 1999, recently filed with the Securities and Exchange Commission. These audited financial statements may be obtained through the SEC's Electronic Data Gathering and Retrieval (EDGAR) system by accessing the SEC's web site at http://www.sec.gov. ------------------ 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 to be re-convened at 9:00 a.m. EST on April 11, 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. After the public announcement of the proposed NCBC/CCB merger, the Piedmont Board of Directors met and had a detailed discussion about the proposed NCBC/CCB merger. The Piedmont Board of Directors continues to unanimously believe that the merger of Piedmont into NCBC is in the best interests of the Piedmont 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 No. 2 to the proxy statement/prospectus is dated March 30, 2000 and is being mailed to Piedmont shareholders on or about March 31, 2000. In addition, this Supplement No. 2 has been posted to the Piedmont website at http://HSBeBank.com. Persons accessing this information via Piedmont's website - ------------------- should be aware that no other information on the website is intended to be part of this Supplement No. 2 or the proxy statement/prospectus, and you should not rely on any information except the proxy statement/prospectus, supplements thereto and documents incorporated herein by reference. INCORPORATION OF DOCUMENTS FILED WITH THE SEC The SEC allows NCBC and Piedmont to "incorporate by reference" in this Supplement No. 2 to proxy statement/prospectus the information each company files with the SEC, which means: . incorporated documents are considered part of this Supplement No. 2 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 No. 2 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, 1999, filed on March 27, 2000; (2) NCBC's Current Reports on Form 8-K filed on March 21, 2000 and March 27, 2000 and NCBC's amended current reports on Form 8-K/A filed on March 24, 2000 and March 27, 2000; and (3) 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; 2 . 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. 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 No. 2 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. UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL INFORMATION The following unaudited pro forma combined condensed balance sheet as of December 31, 1999, combines the historical consolidated balance sheets of National Commerce Bancorporation (NCBC) and CCB Financial Corporation (CCB) as if the merger of CCB into NCBC had been effective on December 31, 1999, after giving effect to certain estimated adjustments. The unaudited pro forma combined condensed statements of income for the years ended December 31, 1999, 1998 and 1997 present the combined results of operations of NCBC and CCB as if the merger of CCB into NCBC had been effective at the beginning of the earliest period presented. The unaudited pro forma combined condensed financial information has been prepared from, and should be read in conjunction with, the historical consolidated financial statements of NCBC and CCB. The unaudited pro forma combined condensed financial information reflects the application of the pooling-of-interests method of accounting for the merger. Under this method of accounting, the recorded assets, liabilities, stockholders' equity, income and expenses of NCBC and CCB are combined and reflected at historical amounts. You should not assume that NCBC and CCB would have achieved the pro forma combined results if they had actually been combined during the periods presented. The combined company expects to incur merger and other non-recurring expenses as a result of the merger and to achieve merger benefits in the form of operating cost savings. The pro forma earnings, which do not reflect any direct costs or potential savings which are expected to result from the consolidation of the operations of NCBC and CCB, are not necessarily indicative of the results of future operations. No assurances can be given with respect to the ultimate level of expense savings. 3 NATIONAL COMMERCE BANCORPORATION UNAUDITED PRO FORMA COMBINED CONDENSED BALANCE SHEET DECEMBER 31, 1999 (IN THOUSANDS)
(4) (2) (5) (6) Pro Forma Pro Forma Assets NCBC CCB Adjustments Combined ------ ---------- ---------- ----------- ----------- Cash and cash equivalents $ 261,296 $ 400,989 - $ 662,285 Available-for-sale securities 553,928 1,563,120 - 2,117,048 Held-to-maturity securities 1,759,383 73,370 - 1,832,753 Trading account securities 30,294 - - 30,294 Net loans 3,926,192 5,876,918 - 9,803,110 Premises and equipment, net 47,830 113,858 - 161,688 Other assets 227,250 158,043 - 385,293 ---------- ---------- ---------- ----------- Total assets $6,806,173 $8,186,298 - $14,992,471 ========== ========== ========== =========== Liabilities and Stockholders' Equity ------------------------------------ Deposits $4,495,900 $6,717,025 - $11,212,925 Short-term borrowings 883,038 229,670 - 1,112,708 Federal Home Loan Bank Advances 714,335 395,937 - 1,110,272 Accounts payable and accrued liabilities 99,241 90,720 89,100 279,061 Long-term debt 6,372 32,985 - 39,357 ---------- ---------- ---------- ----------- Total liabilities 6,198,886 7,466,337 89,100 13,754,323 Capital trust pass-through securities 49,909 - - 49,909 Stockholders' equity Common Stock 216,446 197,900 (3,959) 410,387 Additional Paid In Capital 90,230 29,690 3,959 123,879 Retained Earnings 253,940 506,092 (89,100) 670,932 Accumulated other comprehensive loss (3,238) (13,721) - (16,959) ---------- ---------- ---------- ----------- Total stockholders' equity 557,378 719,961 (89,100) 1,188,239 ---------- ---------- ---------- ----------- Total liabilities and stockholders' equity $6,806,173 $8,186,298 - $14,992,471 ========== ========== ========== =========== The accompanying notes are an integral part of the unaudited pro forma combined condensed financial information.
NATIONAL COMMERCE BANCORPORATION UNAUDITED PRO FORMA COMBINED CONDENSED INCOME STATEMENT YEAR ENDED DECEMBER 31, 1999 (IN THOUSANDS, EXCEPT PER SHARE DATA)
(4) (2) (3) (6) Pro Forma Pro Forma NCBC CCB Adjustments Combined -------- --------- ----------- ---------- Interest Income: Loans $311,293 $478,908 $ - $ 790,201 Securities: Taxable 136,424 91,529 227,953 Non-Taxable 12,108 4,360 16,468 -------- -------- --------- ---------- 148,532 95,889 0 244,421 Other 8,203 14,802 23,005 -------- -------- --------- ---------- Total interest income 468,028 589,599 1,057,627 Interest Expense: Deposits 158,477 232,767 391,244 Borrowings 73,013 24,780 97,793 -------- -------- --------- ---------- Total interest expense 231,490 257,547 0 489,037 -------- -------- --------- ---------- Net interest income 236,538 332,052 0 568,590 Provision for loan losses 15,206 14,296 29,502 -------- -------- --------- ---------- Net interest income after provision for loan losses 221,332 317,756 0 539,088 Other income: Trust service income 10,139 12,574 22,713 Service charges on deposits 21,705 61,831 83,536 Other service charges and fees 20,674 24,672 45,346 Broker/dealer revenue 18,092 - 18,092 Investment securities gains (losses) (1,789) 1,378 (411) Other 23,693 57,999 81,692 -------- -------- --------- ---------- Total other income 92,514 158,454 0 250,968 Other Expenses: Salaries and employee benefits 76,343 136,305 212,648 Occupancy expense 14,086 17,331 31,417 Furniture and equipment expense 7,500 17,713 25,213 Other 57,329 72,687 130,016 -------- -------- --------- ---------- Total other expenses 155,258 244,036 0 399,294 -------- -------- --------- ---------- Income before income taxes 158,588 232,174 0 390,762 Income taxes 51,354 81,351 132,705 -------- -------- --------- ---------- Net income $107,234 $150,823 $ - $ 258,057 ======== ======== ========= ========== Net income per common share - basic $ 1.00 $ 3.77 $ 1.26 ======== ======== ========= ========== Net income per common share - diluted $ 0.99 $ 3.74 $ 1.24 ======== ======== ========= ========== Weighted average shares outstanding - basic 106,749 39,944 57,919 204,612 ======== ======== ========= ========== Weighted averages shares outstanding - diluted 108,823 40,315 58,457 207,595 ======== ======== ========= ========== The accompanying notes are an integral part of the unaudited pro forma combined condensed financial information.
NATIONAL COMMERCE BANCORPORATION UNAUDITED PRO FORMA COMBINED CONDENSED INCOME STATEMENT YEAR ENDED DECEMBER 31, 1998 (IN THOUSANDS, EXCEPT PER SHARE DATA)
(4) (2) (3) (6) Pro Forma Pro Forma NCBC CCB Adjustments Combined -------- --------- ----------- --------- Interest Income: Loans $275,890 $470,664 $ - $746,554 Securities: Taxable 110,649 83,754 194,403 Non-Taxable 8,451 4,738 13,189 -------- -------- ------ -------- 119,100 88,492 207,592 Other 8,118 18,270 26,388 -------- -------- ------ -------- Total interest income 403,108 577,426 980,534 Interest Expense: Deposits 142,967 232,609 375,576 Borrowings 57,245 21,953 79,198 -------- -------- ------ --------- Total interest expense 200,212 254,562 0 454,774 -------- -------- ------ --------- Net interest income 202,896 322,864 525,760 Provision for loan losses 10,079 15,884 25,963 --------- -------- ------ --------- Net interest income after provision for loan losses 192,817 306,980 0 499,797 Other income: Trust service income 10,135 10,221 20,356 Service charges on deposits 19,747 54,117 73,864 Other service charges and fees 17,500 19,661 37,161 Broker/dealer revenue 20,441 - 20,441 Investment securities gains 224 2,178 2,402 Other 19,945 26,904 46,849 ---------- -------- ------ ---------- Total other income 87,992 113,081 0 201,073 Other Expenses: Salaried and employee benefits 70,712 124,419 195,131 Occupancy expense 12,643 15,890 28,533 Furniture and equipment expense 6,265 14,522 20,787 Other 59,279 75,386 134,665 ---------- -------- ------ ---------- Total other expenses 148,899 230,217 0 379,116 ---------- -------- ------ ---------- Income before income taxes 131,910 189,844 0 321,754 Income taxes 43,890 68,632 112,522 ---------- -------- ------ ---------- Net income $ 88,020 $121,212 $ - $ 209,232 ========== ======== ====== ========== Net income per common share - basic $ 0.85 $ 2.96 $ 1.03 ========== ======== ====== ========== Net income per common share - diluted $ 0.83 $ 2.93 $ 1.01 ========== ======== ====== ========== Weighted average shares outstanding - basic 103,636 40,898 59,302 203,836 ========== ======== ====== ========== Weighted average shares outstanding - diluted 105,970 41,409 60,043 207,422 ========== ======== ====== ========== The accompanying notes are an integral part of the unaudited pro forma combined condensed financial information.
NATIONAL COMMERCE BANCORPORATION UNAUDITED PRO FORMA COMBINED CONDENSED INCOME STATEMENT YEAR ENDED DECEMBER 31, 1997 (IN THOUSANDS, EXCEPT PER SHARE DATA)
(4) (2) (3) (6) Pro Forma Pro Forma NCBC CCB Adjustments Combined --------- -------- ----------- --------- Interest Income: Loans $243,079 $442,618 $ - $685,697 Securities: Taxable 98,268 90,229 188,497 Non-Taxable 8,038 4,840 12,878 -------- -------- -------- -------- 106,306 95,069 0 201,375 Other 4,573 12,776 17,349 -------- -------- -------- -------- Total interest income 353,958 550,463 0 904,421 Interest Expense: Deposits 126,741 229,600 356,341 Borrowings 55,410 20,499 75,909 -------- -------- -------- -------- Total interest expense 182,151 250,099 0 432,250 -------- -------- -------- -------- Net interest income 171,807 300,364 0 472,171 Provision for loan losses 17,363 16,376 33,739 -------- -------- -------- -------- Net interest income after provision for loan losses 154,444 283,988 0 438,432 Other income: Trust service income 9,284 8,415 17,699 Service charges on deposits 17,673 44,937 62,610 Other service charges and fees 13,069 16,450 29,519 Broker/dealer revenue 13,115 - 13,115 Investment securities gains (losses) (127) 480 353 Other 32,915 23,117 56,032 -------- -------- -------- -------- Total other income 85,929 93,399 0 179,328 Other Expenses: Salaries and employee benefits 60,934 114,572 175,506 Occupancy expense 11,162 15,595 26,757 Furniture and equipment expense 5,356 12,867 18,223 Other 54,129 83,164 137,293 -------- -------- -------- -------- Total other expenses 131,581 226,198 0 357,779 -------- -------- -------- -------- Income before income taxes 108,792 151,189 0 259,981 Income taxes 36,338 55,765 92,103 -------- -------- -------- -------- Net income $ 72,454 $ 95,424 $ - $167,878 ======== ======== ======== ======== Net income per common share - basic $ 0.72 $ 2.31 $ 0.83 ======== ======== ======== ======== Net income per common share - diluted $ 0.69 $ 2.28 $ 0.81 ======== ======== ======== ======== Weighted average shares outstanding - basic 101,083 41,438 60,085 202,606 ======== ======== ======== ======== Weighted averages shares outstanding - diluted 104,454 41,947 60,823 207,224 ======== ======== ======== ========
The accompanying notes are an integral part of the unaudited pro forma combined condensed financial information. NOTES TO UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL INFORMATION (1) The Unaudited Pro Forma Combined Condensed Financial Information presented herein is not necessarily indicative of the results of operations or the combined financial position that would have resulted had the merger been consummated at the beginning of the earliest period presented, nor is it necessarily indicative of the results of operations in future periods or the future financial position of the combined entities. The Unaudited Pro Forma Combined Condensed Financial Information should be read together with the historical consolidated financial statements and the related notes thereto of each NCBC and CCB incorporated by reference herein. (2) It is assumed that the merger will be accounted for on a pooling-of- interests accounting basis, and accordingly, the related pro forma amounts are included using the exchange ratio of 2.45 shares of NCBC common stock for each share of CCB common stock. In addition, common stock and additional paid in capital include a reclassification adjustment to reflect the change in par value of outstanding shares of CCB to the $2.00 par value of NCBC common stock. (3) Earning per share data has been computed based on the combined historical net income applicable to NCBC stockholders and CCB stockholders using the historical weighted average shares outstanding of NCBC common stock and the weighted average outstanding shares of CCB common stock, adjusted to equivalent shares of NCBC common stock for each of the periods presented. (4) Certain reclassifications have been included to ensure consistent presentation. (5) The Unaudited Pro Forma Combined Condensed Financial Information, with the exception of the Unaudited Pro Forma Combined Condensed Balance Sheet, does not include any material expenses related to the Merger. NCBC currently estimates pre-tax merger and integration and other nonrecurring merger related charges of approximately $110 million ($89.1 million net of taxes) will be recorded. (6) NCBC expects to realize significant revenue enhancements and cost savings from the merger, primarily through the realization of certain operating efficiencies and reductions in systems, labor and administrative costs. The Unaudited Pro Forma Combined Condensed Financial Information, which does not reflect any revenue enhancements, direct costs or potential savings, is therefore not necessarily indicative of the results of future operations. There can be no assurance that anticipated revenue enhancements or cost savings will be achieved in the expected amounts or at the times anticipated. -----END PRIVACY-ENHANCED MESSAGE-----