-----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, CL15/I7Hf3wCIB4gkcO6GSNlVG3cQFm9G5I8wH+WjlltBmacfHysPcZ1rJ6Lt2J3 LGrLn0rW2PJmdV5syRE+WQ== 0001193125-04-079405.txt : 20040505 0001193125-04-079405.hdr.sgml : 20040505 20040505171056 ACCESSION NUMBER: 0001193125-04-079405 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20040428 ITEM INFORMATION: FILED AS OF DATE: 20040505 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL COMMERCE FINANCIAL CORP 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: 1934 Act SEC FILE NUMBER: 001-16607 FILM NUMBER: 04782358 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: NATIONAL COMMERCE BANCORPORATION DATE OF NAME CHANGE: 19950822 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 d8k.htm FORM 8-K Form 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 5, 2004 (April 28, 2004)

 

 

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       38150
(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 10 Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics

 

On April 28, 2004, the Corporate Governance and Nominating Committee of National Commerce Financial Corporation (the “Company”) approved amendments to the Company’s Code of Conduct for Officers and Associates (the “Code of Conduct”) and the Code of Conduct for Directors (the “Director’s Code”) that are intended, among other things, to ensure that the Codes fully meet the New York Stock Exchange listing requirements and the rules and regulations of the Securities and Exchange Commission (the “SEC”).

 

In addition to minor, non-substantive amendments, the Corporate Governance and Nominating Committee adopted the following amendments to the Code of Conduct: (1) an amendment that provides that any waivers of the Code of Conduct for any senior financial officer or executive officer of the Company may only be granted by a vote of the Board of Directors or a committee of the Board, and provides for the public disclosure of the Code and any amendments or waivers to the Code of Conduct as required by applicable laws and listing standards and (2) an amendment that provides that the Company maintains a system of internal controls and procedures to provide reasonable assurance that transactions are executed in accordance with management’s authorization and properly recorded and that financial records and reports are accurate and reliable.

 

None of the foregoing amendments to the Code of Conduct constituted or effected a waiver of application of any provision of the Code of Conduct to the Company’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.

 

The Code of Conduct, as amended, and the Director’s Code are posted on the Company’s website at http://www.ncfcorp.com.

 

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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/ M.J.A. “Jekka” Pickney
   
   

Name: M.J.A. “Jekka” Pickney

Title:   Corporate Secretary

Date: May 5, 2004

 

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