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):

May 29, 2003 (May 29, 2003)

NATIONAL COMMERCE FINANCIAL CORPORATION

(Exact Name of Registrant as Specified in Charter)

Tennessee	0-6094	62-0784645
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

One Commerce Square, Memphis, Tennessee	38103
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (901) 523-3434

N/A

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

Item 9. Regulation FD Disclosure.

Two separate press releases issued by National Commerce Financial Corporation on May 29, 2003 are attached hereto as Exhibits 99.1 and 99.2 and are incorporated herein by reference.

2

SIGNATURES

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 FINANCIAL CORPORATION
By:	/s/    SHELDON M. FOX
	Name:   Sheldon M. Fox  Title:     Chief Financial Officer

Date: May 29, 2003

3

EXHIBITS

99.1 Press Release, dated May 29, 2003

99.2 Press Release, dated May 29, 2003

4

EX-99.1

Exhibit 99.1

One Commerce Square

Memphis, TN 38150

NCF ANNOUNCES ROESSLER RETIREMENT

APPOINTS REED PRESIDENT AND CEO

MEMPHIS, Tennessee (May 29, 2003) – National Commerce Financial Corporation (NYSE:NCF) announced today that Ernest C. Roessler, the company’s chief executive officer, has announced his early retirement as an officer and director of the company, effective today.

In announcing his retirement, Roessler stated, “We have accomplished much since the merger of CCB and NCBC in July 2000. We had a very successful integration of the two companies. Since the merger, we have significantly strengthened our presence throughout Virginia, North Carolina, South Carolina and Georgia, including entry into important new markets such as Atlanta, Georgia, Savannah, Georgia, and Asheville, North Carolina. I am proud of the outstanding senior management team that has been assembled to lead the company, making it possible for me to elect early retirement.”

Thomas M. Garrott, chairman of NCF’s executive committee, stated, “The board of directors thanks Ernie for his loyal service to and leadership of the company through the challenging period of transition after the merger. His contribution to the integration of the two companies has been invaluable, and he leaves us well positioned to maintain our leadership reputation in the banking industry into the future.”

The board of directors has appointed William R. Reed, Jr. as president and chief executive officer of the company. Reed, 56, is a 34-year veteran in the NCF organization, having begun his career as a management trainee of National Bank of Commerce in 1969. During his career, Reed has held many positions within the company, including head of its Retail Banking Division, vice chairman of NCBC prior to the 2000 merger and chief operating officer of the combined company after the merger. As chief operating officer, Reed has been the organization’s senior banking executive, with responsibility for all banking businesses throughout the company. Reed was a driving force in establishing the company’s leadership position in in-store banking, and has assumed a major role in the company’s recent move into the Atlanta market.

“I am honored to have been chosen to lead an outstanding organization for which I have been privileged to work for many years,” stated Reed. “Together with our dedicated group of associates, we will build on the significant momentum established during the last several years and continue NCF’s tradition as one of the outstanding banking organizations in the country.”

5

“There is not a person more qualified to lead our company than Bill Reed,” said Garrott. “Over many years, Bill has taken a major role in helping our company become one of the leaders in the industry in performance and quality. He understands all aspects of our complex business, having worked in many banking and non-banking areas of our company over his long career. I have no doubt that, under the direction of Bill Reed and our outstanding senior management team, our company will continue to be a banking industry innovator and leader in terms of quality and performance.”

Succeeding Roessler as chairman of the company’s board of directors will be Eugene J. McDonald. McDonald, an independent director of NCF since 2000, was a director of CCB for several years prior to the merger. McDonald served as executive vice chairman of CCB from 1998 until 2000. McDonald is president of Duke Management Company and executive vice president of Asset Management of Duke University in Durham, North Carolina. McDonald chairs NCF’s Governance and Nominating Committee.

On McDonald’s appointment, Garrott stated, “Gene McDonald has been a leading independent director on our board since the merger, showing a passion for best practices in corporate governance and outstanding business judgment.”

In connection with Roessler’s departure, the company will make payments to Roessler pursuant to his employment agreement. In addition, all of his stock benefits will be fully vested, and he will receive certain retirement benefits. The company estimates that the one-time, after-tax impact of such payments will be approximately $.03 per share, which charge will be taken in the second quarter of 2003.

Conference Call

William R. Reed will host a conference call for the investment community at 1:00 p.m. EDT today during which he will answer questions regarding these announcements. The toll-free telephone number and webcast information for the conference call will follow shortly by separate release.

About NCF

National Commerce Financial Corporation is a diversified financial services company with $22 billion in assets. NCF, headquartered in Memphis, TN, with its operations headquarters in Durham, NC, is a sales and marketing organization that delivers select financial and consulting services through a national network of banking affiliates, operating in 14 of the nation’s fastest growing metropolitan areas, and non-banking affiliates.

Forward-looking Statements

These statements constitute 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. NCF 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

6

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 NCF; and other economic, competitive, governmental, regulatory and technological factors affecting NCF specifically or the banking industry or economy generally.

###

7

EX-99.2

Exhibit 99.2

One Commerce Square

Memphis, TN 38150

NEWS RELEASE

Media Contact: Eileen M. Sarro

(919) 683-7642

Investor Relations Contact: M.J.A. “Jekka” Pinckney

(901) 523-3525

NATIONAL COMMERCE FINANCIAL TO HOST CONFERENCE CALL, 1:00 P.M. ET TODAY

Conference call to be webcast at www.ncfcorp.com

MEMPHIS, Tennessee (May 29, 2003) — William R. Reed, of National Commerce Financial Corporation (NYSE: NCF), will host a conference call today at 1:00 p.m. ET to discuss management and director changes announced in a release earlier today.

In a press release issued this morning, Ernest C. Roessler announced his early retirement as an officer and a director of the company, effective today. William R. Reed, Jr. has been named president and CEO, and Eugene J. McDonald, an independent board member, has been named chairman of the board of NCF. McDonald is founding president of Duke Management Company, and currently serves as investment counsel to Duke University and chief investment officer of Quellos Private Capital Markets. The earlier release omitted the fact that William Reed was also appointed to the NCF board.

Shareholders and interested parties may access the conference call via live webcast through a link on the company’s website at www.ncfcorp.com. A replay of the conference call will also be available 24 hours a day, by telephone and at www.ncfcorp.com, following the call through Friday, June 13.

Conference Call Participant Access:

Webcast:      www.ncfcorp.com

Telephone:   800-289-0544

Replay (available through June 13): (719) 457-0820 or (888) 203-1112, pass code 534248

8