8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) August 13, 2002

National Commerce Financial Corporation

(Exact name of registrant as specified in its charter)

Tennessee (State or other jurisdiction of incorporation) 0-6094 (Commission File Number) 62-0784645 (IRS Employer Identification No.)

One Commerce Square, Memphis, Tennessee 38150

(Address of principal executive offices)

(901) 523-3434

Registrant’s telephone number, including area code

N/A

(Former name or former address, if changed since last report)

Item 7.    Financial Statements and Exhibits

The following exhibits are furnished as part of this Current Report:

Exhibit No.	Exhibit
99.1	Statement under Oath of Principal Executive Officer
99.2	Statement under Oath of Principal Financial Officer
99.3	Certification of Periodic Report by Chief Executive Officer
99.4	Certification of Periodic Report by Chief Financial Officer

Item 9.    Regulation FD Disclosure

On August 13, 2002, each of the Principal Executive Officer, Ernest C. Roessler, and Principal Financial Officer, Sheldon M. Fox, of National Commerce Financial Corporation submitted to the SEC sworn statements pursuant to Securities and Exchange Commission Order No. 4-460. On August 13, 2002, the Chief Executive Officer and Chief Financial Officer of the Company also each submitted the certifications required by 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, in connection with the filing of the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2002. A copy of each of these statements is attached as an exhibit.

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:    August 13, 2002 NATIONAL COMMERCE FINANCIAL CORPORATION By:     /s/ SHELDON M. FOX         Sheldon M. Fox         Chief Financial Officer

3

EX-99.1

Exhibit 99.1

Statement Under Oath of Principal Executive Officer Regarding Facts and

Circumstances Relating to Exchange Act Filings

I, Ernest C. Roessler, state and attest that:

(1.)  To the best of my knowledge, based upon a review of the covered reports of National Commerce Financial Corporation, and, except as corrected or supplemented in a subsequent covered report:

• no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and

• no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed).

(2.)  I have reviewed the contents of this statement with the Company’s audit committee.

(3.)  In this statement under oath, each of the following, if filed on or before the date of this statement, is a “covered report”:

• Annual Report on Form 10-K for the year ended December 31, 2001 of National Commerce Financial Corporation;

• all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of National Commerce Financial Corporation filed with the Commission subsequent to the filing of the Form 10-K identified above; and

• any amendments to any of the foregoing.

	Subscribed and sworn to before me this 13th day of August, 2002.
/s/  ERNEST C. ROESSLER       Ernest C. Roessler August 13, 2002	By:  /s/    Paula M. Seaton                                 Notary Public My Commission Expires:  August 13, 2003

EX-99.2

Exhibit 99.2

Statement Under Oath of Principal Financial Officer Regarding Facts and

Circumstances Relating to Exchange Act Filings

I, Sheldon M. Fox, state and attest that:

(1.)  To the best of my knowledge, based upon a review of the covered reports of National Commerce Financial Corporation, and, except as corrected or supplemented in a subsequent covered report:

• no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and

• no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed).

(2.)  I have reviewed the contents of this statement with the Company’s audit committee.

(3.)  In this statement under oath, each of the following, if filed on or before the date of this statement, is a “covered report”:

• Annual Report on Form 10-K for the year ended December 31, 2001 of National Commerce Financial Corporation;

• all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of National Commerce Financial Corporation filed with the Commission subsequent to the filing of the Form 10-K identified above; and

• any amendments to any of the foregoing.

Subscribed and sworn to before me this

13th day of August, 2002.

/s/  SHELDON M. FOX       Sheldon M. Fox August 13, 2002 By:  /s/    Paula M. Seaton                                 Notary Public My Commission Expires:  August 13, 2003

EX-99.3

Exhibit 99.3

Certification Of Periodic Report

In connection with the Quarterly Report of National Commerce Financial Corporation (the “Company”) on Form 10-Q for the period ending June 30, 2002 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Ernest C. Roessler, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1.)  The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2.)  The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/  ERNEST C. ROESSLER

      Ernest C. Roessler

      Chief Executive Officer

August 13, 2002

EX-99.4

Exhibit 99.4

Certification Of Periodic Report

In connection with the Quarterly Report of National Commerce Financial Corporation (the “Company”) on Form 10-Q for the period ending June 30, 2002 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Sheldon M. Fox, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1.)  The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2.)  The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/  SHELDON M. FOX

      Sheldon M. Fox

      Chief Financial Officer

August 13, 2002