-----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, VEOS71mCxt6kBR2yge0Eem5wDQI71MXlYbCyxP/onPAtPGxhXLWl+ONKADNs2kab TG8cgVZACvksrDRDamZM+Q== 0000931763-01-000067.txt : 20010123 0000931763-01-000067.hdr.sgml : 20010123 ACCESSION NUMBER: 0000931763-01-000067 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20010119 ITEM INFORMATION: ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010122 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: 8-K SEC ACT: SEC FILE NUMBER: 000-06094 FILM NUMBER: 1512458 BUSINESS ADDRESS: STREET 1: ONE COMMERCE SQ CITY: MEMPHIS STATE: TN ZIP: 38150 BUSINESS PHONE: 9014156416 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 FORM 8-K 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) January 19, 2001 ------------------ 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. Press Release National Commerce Bancorporation made a publicly-disseminated press release on January 19, 2001, a copy of which is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference. Item 9. Regulation FD Disclosure. National Commerce Bancorporation ("NCBC") is furnishing this Current Report on Form 8-K with respect to a presentation being made by NCBC President and Chief Executive Officer Ernest C. Roessler on January 24, 2001 at a conference sponsored by Salomon Smith Barney's Fourth Annual Financial Services Conference. Attached hereto and incorporated herein as Exhibit 99.2 is the text of that presentation. -1- Item 7. Financial Statements and Exhibits. (c) Exhibits. The exhibits listed in the exhibit index are furnished as a part of this Current Report on Form 8-K. Exhibit Number Description ------ ----------- 99.1 Press Release dated January 19, 2001. 99.2 Investor Presentation dated January 24, 2001. -2- SIGNATURE 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. NATIONAL COMMERCE BANCORPORATION Date: January 22, 2001 By: /s/ Charles A. Neale -------------------------------- Charles A. Neale Senior Vice-President and General Counsel -3- EX-99.1 2 0002.txt PRESS RELEASE EXHIBIT 99.1 [LOGO] NATIONAL COMMERCE ----------------- BANCORPORATION FOR IMMEDIATE RELEASE: ---------------------- Contact: Eileen Sarro (919) 683-7642 or M. J. "Jekka" Ashman (901) 523-3525 NCBC EXECUTIVES TO SPEAK TO ANALYSTS Also Reaffirm Outlook for Earnings Expectations MEMPHIS, Tennessee (January 19, 2001) --- Officials of National Commerce Bancorporation (Nasdaq: NCBC) announced today that President and Chief Executive Officer Ernest C. Roessler will address Salomon Smith Barney's Fourth Annual Financial Services Conference Wednesday, January 24, in New York City. The presentation and conference will be webcast by Salomon Smith Barney. In anticipation of this conference and other analyst and investor meetings over the coming weeks, the Company also said it remains comfortable with October 18, 2000, IBES consensus earnings per share estimates for 2001 of $1.53. Copies of the NCBC analyst presentation will be available on the Company's website at www.ncbccorp.com and from the Securities and Exchange Commission's EDGAR database at www.sec.gov. - ### - EX-99.2 3 0003.txt INVESTOR PRESENTATION DATED 12/31/00 EXHIBIT 99.2 [LOGO] NATIONAL COMMERCE - ----------------- BANCORPORATION www.ncbccorp.com A Shared Vision for Superior Performance December 31, 2000 Ernest C. Roessler President & Chief Executive Officer Forward - Looking Statement This presentation constitutes 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. NCBC does not assume 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 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; and other economic, competitive, governmental, regulatory and technological factors affecting NCBC specifically or the banking industry or economy generally. 2 NCBC - Corporate Profile Total Assets: $16.6 billion Market Cap: $5 billion Headquarters: Memphis, Tennessee Executive Management: Thomas M. Garrott, Chairman Ernest C. Roessler, President & CEO William R. Reed Jr., Chief Operating Officer Lewis E. Holland, President, Financial Enterprises Richard L. Furr, President, CCB Sheldon M. Fox, Chief Financial Officer J. Scott Edwards, Chief Administrative Officer David T. Popwell, EVP and Secretary 3 NCBC - Corporate Profile Lead Banks: NBC - www.nbcbank.com CCB - www.ccbonline.com First Market Bank - www.firstmarketbank.com Locations: 375 branches (149 in-store); 429 ATMs Financial Enterprises: Transaction processing Trust & asset management In-store/retail bank consulting NBC Capital Markets Rating agencies: S&P A- Fitch B Moody's A3 4 NCBC Hallmarks . Incentive compensation aligned with shareholder interests . Superior performance in banking unit achieved with constant focus on key drivers: . Top line revenue growth . Credit quality . Net interest margin . Efficiency . Consistent, above-average EPS growth . Concentrated in high-growth MSAs . Strong insider ownership . Financial Enterprise businesses create diverse revenue streams 5 Aligned with Shareholder Interests Executive Management: 18% - 22% ROE Both hurdles must 16% - 20% EPS Growth --> be achieved to receive incentive compensation. Business Line Managers: Individual measurement criteria tied to business unit with limitations based upon corporate performance Production Incentives: . Unlimited incentives for low-cost DDA . Incentives structured to encourage high-margin product sales . Targeted incentives for cross selling 6 Revenue Growth Per Share*
1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 - ------------------------------------------------------------------------------------------------------------------------------------ $ 1.79 $ 1.93 $ 2.16 $ 2.35 $ 2.47 $ 2.76 $ 3.09 $ 3.49 $ 3.79 $ 4.06
10-year CAGR = 9.5% - -------------------------------------------------------------------------------- 5-year CAGR = 10.5% ------------------------------- * Restated for all stock splits. 7 Pristine Credit Quality NCBC 4Q00 Peer Average* Reserves/Loans 1.30% 1.35% Reserves/NPAs 10.2x 2.8x Net Charge-Offs/Loans 0.19% 0.31% NPAs/Total Assets 0.08% 0.38% (*) UBS Warburg Regional Composite Average at period-end September 30, 2000 8 Balanced Loan Portfolio . Focused on consumer and small-/medium-size businesses . Diversified by type and geography . Experienced lenders and underwriters . Personal guaranties standard . Shared national credits avoided . Big bets discouraged Revolving Credit 1% C&I 24% Installment 32% Construction/CRE 24% Mortgage 16% Leasing 1% Retail [_] Commercial [X] 9 Net Interest Margin 4.50% 4.43% 4.18% 4.12% 4.03% 4.00% 3.00% 4Q99 1Q00 2Q00 3Q00 4Q00 2001 Opportunities: ------------------- . Federal Reserve rate cut . Incentive systems . Portfolio restructured . Pricing 10 Efficiency Ratio 2001 Target = 45% ----------------- 1995 1996 1997 1998 1999 2000 CCB 56.56% 53.71% 51.99% 51.73% 51.37% -% NCBC 51.21% 49.72% 48.50% 48.29% 43.70% 49.07% Combined 11 Consistent EPS Growth (Originally reported EPS, before non-recurring items.) Five - year EPS CAGR = 21% $0.49 $0.57 $0.69 $0.83 $1.00 $1.27 $1.53/(1)/ 1995 1996 1997 1998 1999 2000 2001 12 (1) IBES Consensus as of 10/18/00. Concentrated on MSAs [MAP INDICATING LOCATIONS APPEARS HERE] Legend . National Commerce Bancorp . CCB Financial Corp 13 Markets: Superior Growth Demographics . NCBC operates in markets with a 7% average projected household growth rate (35% above national average) . Almost 90% of deposits concentrated in top 8 MSAs Projected Household Growth Rate/(1)/ 4.9% 9.8% 7.1% 8.4% 5.7% 7.1% 6.3% 6.6% U.S. National Average: 5.2% Memphis Triangle Triad Charlotte Greenville Nashville Knoxville Richmond TN NC NC NC SC TN TN VA Deposits* ($MM) $2,783 $2,159 $1,716 $1,309 $858 $618 $484 $319
(1) Projected 5 year household growth rate. Source: SNL Securities, as of June 1999. * Source: FDIC, as of June 1999. 14 We Run This Company As If We Own It. Because We Do. [LOGO] 22% Held Inside Implied Retail 40% Institutional 38% Officers/Directors/Directors 14% Emeriti and Immediate Family Trust 4% Benefit Plans 4% 15 Financial Enterprises -- High Growth, High Returns . Target 40% earnings growth & 40+% ROE . Expandable base in all businesses --- high incremental profit on new revenues . Pursue acquisitions of existing financial services businesses 2000 ------- ROA ROE Total Banking 1.52% 19.32% Financial Enterprises 5.74% 35.12% Consolidated 1.64% 20.18% Banking 90.7% Financial Enterprises 9.3% 16 Financial Enterprises -- High Growth, High Returns Asset Management 22% Consulting 25% Transaction Processing 43% Capital Markets 10% % of Financial Enterprises Net Income 17 Transaction Processing . TransPlatinum Service Corp. . Over-the-road fleet management service . Local fleet management services . Merchant services . First Mercantile . Chapter 13 Bankruptcy Trustee 18 TransPlatinum Service Corp. TransPlatinum Service Corp. www.transplatinum.com FleetOne www.fleetone.com Merchant Services . Fuel card and related fleet management financial services and merchant card services . Provides competitive element to NCBC business banking . 70% growth rate in 2000 . 10% 2000 ROA . 40% 2000 ROE [LOGO] $2,919 $4,521 $6,143 $10,149 $15,080 $23,032 -------------------------------------------------------------- 1995 1996 1997 1998 1999 2000 TransPlatinum Revenue* (in 000s) * Adjusted for acquisitions 19 Complete, Simplified Fuel Control [[LOGO] for Fleets of Any Size Fueling Flexibility ------------------- . Gasoline or diesel . Off-site or on-site fueling with data capture capability . Gather date, time, fuel cost, grade, gallons, mileage and more with each fuel purchase . Convenient local and regional retail fueling locations Security and Control -------------------- . FleetOne is the first line of "real time" defense against unauthorized use and abuse . Customers determine: . Authorized users and vehicles . Product and service limits . Dollar amount and gallon limits per use and per day . Select or exclude fueling locations . Add or delete vehicles and pin numbers instantly with one toll-free number [LOGO] 20 Merchant Services Commercial Lending & Small Business Direct Sales - Bank Referrals - Non-bank Customers Merchant Services Branches [LOGO OF MASTER CARD] [LOGO OF VISA] ISOs Other Opportunities Agent Banks 21 First Mercantile Trust www.firstmerc.com 2001 Opportunities: . Leverage products wholesale/retail . Consolidate operations of NBC Trust/CCB Trust . New products (i.e. self-directed IRAs and plans, on-line brokerage, mutual fund wrap accounts) . Targeted incentives for referrals [LOGO OF FIRST .22 .27 .35 .54 .74 1.1 1.9 MERCANTILE --------------------------------------------------------------- TRUST] 1994 1995 1996 1997 1998 1999 2000 Plan Assets ($ in billions) 22 Leading U.S. Market Share Bankruptcy Trustee Processing (Chapter 13) Total = 82 out of 200 23 Wholesale Distribution Platform Retail Consulting Facilities National Commerce Bank Services Marketing/Catalog NCBC Wholesale Training Distribution Correspondent Lending First SAMs, High LTVs FleetOne Mercantile NBC Capital Markets Group Correspondent Banking Institutional Fixed Income NCBS Clearing & Execution Investment Portfolio Commercial Lending & Corporate Bonds First Mercantile Salem Trust Retail Brokerage 25 Trust Services and Asset Management (Periods ended 12/31/00) . Total discretionary funds of $2.2 billion, non-discretionary funds of $6.4 billion. 15.48% 5-Year 18.33% 21.90% 11.32% 3-Year 12.26% 17.21% . Significant potential to improve market penetration. -3.21% 1-Year -9.11% 0.99% -15% -10% -5% 0% 5% 10% 15% 20% 25% 30% 35% [_] CCMI [X] S&P 500 [_] Lipper Average General Equity Fund 26 2000 In Review Financial Measures EPS $ 1.27 . 27% increase over 1999 originally reported . 11.4% increase over 1999 restated Return on Assets 1.64% Return on Equity 20.18% Net Interest Margin 4.09% Efficiency Ratio 49.07% 27 2000 In Review Highlights: . 27% increase in EPS . Continued recognition as top-performing bank . Accretive merger of equals with CCB . Systems conversions complete in rapid timeframe . Stronger, deeper management team . 98% of cost savings identified . Restructure costs on target (excluding bond portfolio) . Integration accomplished . Richmond & Charleston showing strong growth . Financial Enterprise continued growth 28 2001 Financial Targets EPS growth 20 % Return on Equity 21+ % Return on Assets 1.80+ % Efficiency Ratio *45 % * Less than 29 2001 Opportunities Retail Financial Enterprises ------ --------------------- NC/SC in-store Organic growth Fee income best practices Mergers & acquisitions Retail brokerage Wholesale distribution Wealth management NCBS & NBC Capital Markets customers Multiple Leverage Points Commercial Expansion ---------- --------- Expanded product array Poised for de novo growth Less penetrated markets Fill-in acquisitions 30 Creating Shareholder Value . Consistent earnings from diversified sources . 25 consecutive years of dividend increases . Management compensation aligned . Strong insider ownership . Best in class returns 31 TOTAL RETURNS Stock Appreciation & Dividends NCBC Historical Performance vs. S&P 500 (Periods ended 12/31/00) [_] S&P 500 NCBC 20-Year 15.45% 28.80% 15-Year 15.86% 24.05% 10-Year 17.25% 30.46% 5-Year 18.15% 32.61% 0% 5% 10% 15% 20% 25% 30% 35% 32 Best In Class Profitability 2000 profitability statistics compare favorably to the nation's most highly valued bank: Return on Average Equity Revenue Per Share \(2)\ 20 % 20 % 7.7% 7.6% ----------------------------------- --------------------------- NCBC FITB NCBC FITB Five-year CAGR of EPS \(1)\ Annualized Net Charge Offs/Total Loans 21.0% .32 -------- 17.3% ------- .16 ------------------------- --------------------------------- NCBC FITB NCBC FITB (1) Originally reported. (2) Excludes securities gain and losses. 33 Value Opportunity Forward P/E PEG Ratio 166% ---- 24.9 x ------ 126% ---- 16.4 x - ------------------------------------ --------------------------------- NCBC FITB NCBC FITB ------------------------------------- ---------------------------------- NCBC Discount to Fifth Third: 52% NCBC Discount to Fifth Third: 24% ------------------------------------- ---------------------------------- Source: First Call. 12/31/00 34 [LOGO] NATIONAL COMMERCE ----------------- BANCORPORATION www.ncbccorp.com A Shared Vision for Superior Performance December 31, 2000 Ernest C. Roessler President & Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----