11-K 1 d11k.txt FORM 11-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 11-K ( X ) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) For the fiscal year ended December 31, 2000 ( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) For the transition period from ________________ to __________________ Commission File Number: 0-6094 ------ CCB FINANCIAL CORPORATION RETIREMENT SAVINGS PLAN ------------------------------------------------- (Full title of the plan) NATIONAL COMMERCE FINANCIAL CORPORATION --------------------------------------- (Exact name of issuer as specified in charter) One Commerce Square, Memphis, TN 38150 -------------------------------------- (Address of principal executive offices) Item 1. Financial Statements Audited statements of net assets available for plan benefits as of December 31, 2000 and 1999 and the related audited statements of changes in net assets available for plan benefits for each of the years then ended and independent auditors' report thereon are filed herein. CCB FINANCIAL CORPORATION RETIREMENT SAVINGS PLAN Financial Statements and Schedules December 31, 2000 and 1999 (With Independent Auditors' Report Thereon) Independent Auditors' Report The Retirement Committee National Commerce Financial Corporation: We have audited the accompanying statements of net assets available for plan benefits of the CCB Financial Corporation Retirement Savings Plan as of December 31, 2000 and 1999 and the related statements of changes in net assets available for plan benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits of the CCB Financial Corporation Retirement Savings Plan at December 31, 2000 and 1999, and the changes in net assets available for plan benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of assets held at end of year and reportable transactions are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan's management. The supplemental schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ KPMG LLP June 1, 2001 Raleigh, North Carolina CCB FINANCIAL CORPORATION RETIREMENT SAVINGS PLAN Statements of Net Assets Available for Plan Benefits For the years ending December 31, 2000 and 1999
2000 1999 ---- ---- Assets: Cash $ -- 2,110 Investments: Money market funds 5,736,019 3,617,504 Mutual funds: Strong Government Securities Fund 5,118,445 5,147,786 Dodge & Cox Balanced Fund 6,145,723 4,067,625 Vanguard Index 500 Fund 13,808,159 11,996,075 Managers Special Equity Fund 2,820,308 1,399,316 Janus Worldwide Fund 4,078,547 2,316,573 National Commerce Financial Corporation common stock 69,728,461 43,774,214 ------------ ------------ Total investments 107,435,662 72,321,203 Accrued interest and dividends receivable 390,603 291,007 Employee contributions receivable 176,512 179,143 Employer contributions receivable 50,642 709,114 ------------ ------------ Total assets 108,053,419 73,500,467 Liabilities: Bank overdraft 7,182 -- ------------ ------------ Net assets available for plan benefits $108,046,237 73,500,467 ============ ============
See accompanying notes to financial statements. CCB FINANCIAL CORPORATION RETIREMENT SAVINGS PLAN Statements of Changes in Net Assets Available for Plan Benefits For the years ending December 31, 2000 and 1999
2000 1999 ---- ---- Additions to net assets attributed to: Investment income: Net appreciation (depreciation) in fair value of investments $ 17,963,933 (10,390,559) Interest 546,425 548,923 Dividends 3,261,391 1,780,677 Contributions: Employer, net of forfeitures 1,821,034 2,373,433 Employees 5,007,916 5,254,923 Funds transferred from merged plan 15,665,709 -- ------------- ------------ Total additions 44,266,408 (432,603) Deductions from net assets attributed to: Plan benefits paid (9,720,638) (7,659,542) ------------- ------------ Net increase (decrease) in net assets 34,545,770 (8,092,145) Net assets available for plan benefits: Beginning of year 73,500,467 81,592,612 ------------- ------------ End of year $ 108,046,237 73,500,467 ============= ============
See accompanying notes to financial statements. CCB FINANCIAL CORPORATION RETIREMENT SAVINGS PLAN Notes to Financial Statements December 31, 2000 and 1999 (1) Description of Plan The CCB Financial Corporation Retirement Savings Plan (the "Plan") is a defined contribution plan sponsored by CCB Financial Corporation and subsidiaries ("CCBF") for its employees. The Plan was established effective April 1, 1983 for the purpose of promoting the future economic welfare of CCBF's employees. It is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). On July 5, 2000, CCBF was acquired by National Commerce Bancorporation ("NCBC")(now National Commerce Financial Corporation), who became the Plan's sponsor. In connection with this acquisition, all of the Plan's shares of CCB common stock were exchanged for NCBC common stock. (2) Summary of Significant Accounting Policies (a) Basis of Presentation The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which requires the Plan administrator to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of additions to and deductions from net assets during the reporting period. Actual results could differ from those estimates. (b) Investment Valuation and Income Recognition Investments in mutual funds are valued at fair value based on quoted market prices of the underlying fund securities. The investment in NCBC common stock is stated at fair value based on quoted market values. Securities transactions are recorded on the trade date (the date the order to buy or sell is executed). Dividend income is recorded on the ex-dividend date. Interest income is recorded on the accrual basis. (c) Payment of Benefits Benefits are recorded when paid. CCB FINANCIAL CORPORATION RETIREMENT SAVINGS PLAN Notes to Financial Statements December 31, 2000 and 1999 (3) Participation in the Plan Under the terms of the Plan, employees are eligible to participate in the Plan at age 21 upon completion of one year of continuous employment in which they complete at least 1,000 hours of service. (4) Contributions Tax deferred contributions to the Plan are made through payroll deductions by employees in amounts equal to whole percentages, from 1% to 17%, of their compensation. NCBC currently matches these contributions, which are less than or equal to 6% of compensation, at a rate of 50%. This rate may be increased or decreased by the Board of Directors. Participant contributions were limited to $10,500 and $10,000 per employee in 2000 and 1999, respectively. Participants are also allowed to make after-tax voluntary contributions to the Plan; these contributions are not matched by NCBC. In addition, the Board of Directors may grant profit sharing contributions to the Plan. Such contributions, which totaled $0 and $638,405 in 2000 and 1999, respectively, are invested in the NCBC Stock Fund. Profit sharing contributions are allocated proportionately based on employees' compensation among participants who completed 1,000 hours of service during the Plan year and who were employed on the last day of the Plan year, or who died, became disabled or retired during the Plan year. (5) Vesting and Forfeitures Participants are fully vested in their employee contributions and the related investment earnings. Participants become vested in their employer contributions in increasing percentages as years of service increase and become fully vested after six years of service. Immediate vesting occurs upon reaching normal retirement age under the Plan, early retirement age, or upon death or disability. Although it has not expressed an intent to do so, NCBC has the right to discontinue its contributions at any time and to terminate the Plan. In the event of plan termination, participants will become 100 percent vested in their accounts. Upon termination of service to NCBC for reasons other than retirement, disability or death, any unvested portion of a participant's account is subject to possible forfeiture upon occurrence of one or more events specified by the Plan. Forfeitures are used to reduce subsequent contributions by NCBC. CCB FINANCIAL CORPORATION RETIREMENT SAVINGS PLAN Notes to Financial Statements December 31, 2000 and 1999 Effective August 15, 2000, any participant who terminates employment under circumstances for which benefits are payable to the participant under the "CCB Financial Corporation Plan for Severance Compensation after a Change of Control" shall be fully vested in his/her entire balance in the Plan. (6) Investment Election The Plan includes seven different investment funds: Dodge & Cox Balanced Fund, Janus Worldwide Fund, Managers Special Equity Fund, Strong Government Securities Fund, Vanguard Index 500 Fund, Vanguard Money Market Fund, and NCBC Stock Fund. These funds, except for the NCBC Stock Fund, invest in mutual funds and money market funds which hold various underlying investments including common and preferred stocks and bonds. The NCBC Stock Fund invests primarily in NCBC common stock. Participants may elect to direct their contributions to any combination of the funds. Changes to future contributions can be made effective as of any business day. Transfers of existing account balances can be made daily to and from all funds, except the NCBC Stock Fund, which can be made four times in a calendar year. However, transfers from the NCBC Stock Fund derived from profit sharing contributions are prohibited. See note 13 for additional information relating to restrictions on certain assets from a merged plan. (7) Withdrawals and Distributions The Plan allows hardship withdrawals of a participant's tax-deferred, voluntary contributions, rollover contributions and the vested portion of employer contributions subject to certain regulations under the Internal Revenue Code ("IRC"). Upon termination of employment, a participant may receive a lump sum distribution or may elect to leave the entire balance, if greater than $5,000, in the Plan until age 65. (8) Determination of Participants' Account Balances Participants' account balances are determined as follows: . Employee contributions and matching employer contributions are added to the participants' accounts for each type of investment fund. . Discretionary profit sharing contributions are added to the NCBC Stock Fund. . Participants' accounts are reduced by the amount of any withdrawals made. . Earnings from each investment fund are allocated daily within that fund based upon the ratio that each participant's adjusted account balance, as defined in the Plan, bears to the total of all participants' adjusted account balances. CCB FINANCIAL CORPORATION RETIREMENT SAVINGS PLAN Notes to Financial Statements December 31, 2000 and 1999 (9) Investments During 2000 and 1999, the Plan's investments (including investments bought and sold, as well as held during the year) appreciated (depreciated) in value as follows: 2000 1999 ------------ ------------ NCBC Common Stock $ 21,016,762 (13,200,443) CCB Bond Fund -- (129,379) Strong Government Securities Fund 248,962 (177,969) Dodge & Cox Balanced Fund (206,312) 5,050 Janus Worldwide Fund (1,143,368) 862,938 Managers Special Equity Fund (570,409) 446,376 Vanguard Index 500 Fund (1,381,702) 1,802,868 ------------ ------------ $ 17,963,933 (10,390,559) ============ ============ Investments exceeding five percent of Plan assets at December 31, are as follows:
2000 1999 ------------------------------ ------------------------------- Units, Units, shares or Fair shares or Fair par value value par value value ----------- ------------ ------------ ------------ NCBC common stock 2,817,312 $ 69,728,461 1,004,860 $ 43,774,214 Strong Government Securities Fund 483,328 5,118,445 510,693 5,147,786 Vanguard Index 500 Fund 113,312 13,808,159 88,643 11,996,075 Dodge & Cox Balanced Fund 96,905 6,145,723 61,903 4,067,625 Vanguard Money Market Fund 5,516,978 5,516,978 3,103,631 3,103,631 Other -- 7,117,896 -- 4,229,762 ------------ ------------ $107,435,662 $ 72,319,093 ============ ============
A portion of the investments in NCBC common stock are nonparticipant directed to the extent such investments represent NCBC profit sharing contributions. See note 10 for more information. CCB FINANCIAL CORPORATION RETIREMENT SAVINGS PLAN Notes to Financial Statements December 31, 2000 and 1999 (10) Nonparticipant-Directed Investments Information about the net assets and the significant components of the changes in net assets relating to the nonparticipant-directed investments is as follows:
2000 1999 ------------ ------------ Assets: Cash $ -- 2,110 Investments: Money market funds 219,041 513,874 NCBC common stock 69,728,461 43,774,214 ------------ ------------ Total investments 69,947,502 44,290,198 Accrued interest and dividends receivable 390,603 291,007 Employee contributions receivable 66,183 83,500 Employer contributions receivable 26,861 671,632 ------------ ------------ Total assets 70,431,149 45,336,337 Liabilities: Bank overdraft 7,182 -- ------------ ------------ Net assets available for plan benefits $ 70,423,967 45,336,337 ============ ============ 2000 1999 ------------ ------------ Additions to net assets attributed to: Investment income: Net appreciation (depreciation) in fair value of investments $ 21,016,762 (13,200,443) Interest 27,009 20,593 Dividends 1,454,477 1,088,637 Contributions: Employer, net of forfeitures 740,885 1,516,970 Employees 2,035,629 2,607,233 Interfund transfers (7,625,259) (614,845) Funds transferred from merged plan 12,993,083 -- ------------ ------------ Total additions (deductions) 30,642,586 (8,581,855) Deductions from net assets attributed to: Plan benefits paid (5,554,956) (4,663,573) ------------ ------------ Net increase (decrease) in net assets 25,087,630 (13,245,428) Net assets available for plan benefits: Beginning of year 45,336,337 58,581,765 ------------ ------------ End of year $ 70,423,967 45,336,337 ============ ============
See note 12 for additional information. CCB FINANCIAL CORPORATION RETIREMENT SAVINGS PLAN Notes to Financial Statements December 31, 2000 and 1999 (11) Federal Income Taxes The Internal Revenue Service has determined by letter dated May 5, 1993 that the Plan, in form, is qualified and the trust established under the Plan is tax-exempt under the appropriate sections of the IRC. The Plan has been amended since receiving the determination letter. However, the Plan Administrator believes that the Plan is designed and is operating in compliance with applicable requirements of the IRC. (12) Related Party Transactions The Plan's investments are held by the Trust Department of Central Carolina Bank and Trust Company ("the Bank"), a wholly-owned subsidiary of NCBC. The Plan purchased 57,085 and 78,403 shares of common stock of NCBC at a cost of $1,705,605 and $3,910,809 in 2000 and 1999 respectively. 307,067 and 31,850 shares of NCBC common stock were sold by the Plan in 2000 and 1999, respectively for $7,024,926 and $1,703,508, respectively. The Plan also earned cash dividends on its NCBC shares of $1,454,478 and $1,088,637 in 2000 and 1999, respectively. The Plan purchased 36,484 units of the CCB Bond Fund, a mutual fund of the Bank, at a cost of $371,588 during 1999. The Plan sold 662,692 units of the CCB Bond Fund resulting in proceeds of $6,679,624 during 1999. The CCB Bond Fund was terminated effective May 27, 1999. The fund balance was transferred to the Strong Government Securities Fund. The Plan has a depository relationship with the Bank. Administrative expenses of the Plan are paid by NCBC. (13) Plan Merger On April 1, 2000, net assets of $15,665,709 (of which $12,864,621 was NCBC stock) were transferred into the Plan from the American Federal Bank, FSB 401(k) Retirement Savings Plan. American Federal Bank ("AFB") was a wholly-owned subsidiary of CCBF that was merged with the Bank on June 17, 2000. The assets of the AFB plan consisted of both mutual fund and money market investments (which were merged into comparable existing Plan options) and NCBC stock (which became the Merged NCBC Stock Fund, which is included with the NCBC Stock Fund). These merged funds are subject to the same participant election guidelines as the existing Plan funds, with the exception that transfers into the Merged NCBC Stock Fund are prohibited (due to its frozen status, it allows only for transfers out). CCB FINANCIAL CORPORATION RETIREMENT SAVINGS PLAN Notes to Financial Statements December 31, 2000 and 1999 (14) Fair Value of Financial Instruments The fair value of investment securities at December 31, 2000 and 1999, is presented in the accompanying statements of net assets available for plan benefits as described in note 2(b). At December 31, 2000 and 1999, the carrying value of accrued interest and dividends receivable as presented in the accompanying statements of net assets available for plan benefits approximated its fair value. CCB FINANCIAL CORPORATION RETIREMENT SAVINGS PLAN Schedule H, Line 4i - Schedule of Assets (Held at End of Year) December 31, 2000
Par value, shares Fair or units Identity of party and description of assets Cost (1) value --------------------- ------------------------------------------------------------- ---------------- -------------------- *National Commerce Financial Corporation 2,817,312 Common Stock $ 25,183,193 $ 69,728,461 483,328 Strong Government Securities Fund N/A 5,118,445 96,905 Dodge & Cox Balanced Fund N/A 6,145,723 71,729 Janus Worldwide Fund N/A 4,078,547 36,722 Managers Special Equity Fund N/A 2,820,308 113,312 Vanguard Index 500 Fund N/A 13,808,159 5,516,978 Vanguard Money Market Fund N/A 5,516,978 Goldman Sachs ILA Class B 219,041 Money Market Mutual Fund N/A 219,041
*Denotes party-in-interest. (1) Cost information is for nonparticipant-directed investments. CCB FINANCIAL CORPORATION RETIREMENT SAVINGS PLAN Schedule H, Line 4j - Schedule of Reportable Transactions (1) Year ended December 31, 2000
Aggregate Aggregate selling price or Aggregate purchase maturity cost of assets Net realized Identity of party and description of asset price (2) proceeds (2) sold (2) gain (loss) -------------------------------------------------------------- ------------- ----------------- ---------------- -------------- *National Commerce Financial Corporation Common Stock $ 1,705,605 7,024,926 2,271,294 4,753,632
*Denotes party-in-interest. (1) This schedule summarizes transactions where the aggregate transactions in a security exceed five percent of plan assets at January 1, 2000 (2) All purchase and sale prices represent market value of the security on the transaction date, adjusted for brokerage commissions, if any. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized, in the City of Durham, State of North Carolina, on June 27, 2001. CCB FINANCIAL CORPORATION RETIREMENT SAVINGS PLAN (The Plan) By: ADMINISTRATIVE COMMITTEE, CCB Financial Corporation Retirement Savings Plan (Plan Administrator) By: JOHN J. MISTRETTA John J. Mistretta Executive Vice President National Commerce Financial Corporation By: CENTRAL CAROLINA BANK AND TRUST COMPANY, Trustee By: DONALD F. SYLVESTER Donald F. Sylvester Vice President Central Carolina Bank and Trust Company