SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) December 11, 2003
NBC CAPITAL CORPORATION
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(Exact Name of Registrant as Specified in Charter)
Mississippi 1-15773 64-0694755
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
NBC Plaza, Starkville, Mississippi 39759
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (601)-343-1341
n/a
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(Former Name or Former Address, if Changed Since Last Report
Item 5. Other Events
On December 11, 2003, NBC Capital Corporation ("NBY") issued the following
press release announcing the execution of a definitive agreement to acquire
Enterprise Bancshares, Inc. and Enterprise National Bank of Memphis, Tennessee:
NBC Capital Corporation Signs Definitive Agreement to Acquire
Enterprise Bancshares of Memphis
STARKVILLE, Miss., Dec. 11 /PRNewswire-FirstCall/ -- NBC Capital
Corporation ("NBC") (AMEX: NBY), the holding company for National Bank of
Commerce headquartered in Starkville, MS, announced today that it signed a
definitive agreement to acquire Enterprise Bancshares, Inc., the holding
company for Enterprise National Bank, a $290 million commercial bank operating
three financial centers in Memphis, Tennessee. The acquisition is an all-cash
transaction valued at approximately $53.1 million ($47.1 million in cash plus
options with a value of $6.0 million) and is subject to regulatory and
Enterprise shareholder approval. The acquisition is expected to close by the
second quarter of 2004.
"The proposed acquisition of Enterprise Bancshares will provide NBC with
access to the expanding markets in the Memphis area," stated Lewis F. Mallory,
Jr., chairman and chief executive officer of NBC Capital Corporation. "We
believe the transaction will build shareholder value by leveraging NBC's
strong capital base and enhancing future earnings potential. We expect the
acquisition to be about break-even for NBC in 2004 and accretive to our cash
earnings per share* in 2005.
"Enterprise is an excellent match for NBC," continued Mallory. "Their
service offerings are similar to NBC's banking, insurance, retail investment
and mortgage banking operations, providing excellent diversification for NBC
into the fast growing Memphis market. We are also excited about the strong
loan demand that Enterprise enjoys in Memphis and the opportunity to deploy
NBC's excess capital."
Commenting on the announcement, Tom Wright, chairman and chief executive
officer of Enterprise Bancshares, said, "This acquisition combines the
capabilities of two proven companies who share a similar philosophy and
vision, creating an even greater company with a commitment to providing
exceptional service rendered by local professionals. This in turn will
increase our ability to service our customers, contribute to our communities
and add value for our shareholders.
"We believe the combination of Enterprise and NBC will create a much
stronger competitor in our market and provide Enterprise with the capital and
resources to energize our growth plans," continued Wright. "We look forward to
joining forces to build a strong, regional banking franchise to serve the
Memphis, Mississippi and Alabama markets."
Under terms of the agreement, Enterprise National Bank will retain its
name in the Memphis market, its senior management and local Board of
Directors, with Tom Wright remaining as Chairman and Chief Executive Officer.
Upon closing of the transaction, Enterprise National Bank will become a wholly
owned subsidiary of NBC Capital Corporation.
"We are excited to have the management of Enterprise join NBC," concluded
Mr. Mallory. "They have done a great job of building their bank and expanding
market share in the competitive Memphis market."
Terms of the Agreement
- Cash/stock All cash transaction
- Total consideration $47.1 million in cash plus options
with a value of $6.0 million
- Walk Away Provisions Customary such as: mutual consent,
material adverse changes, etc.
- One Time Costs Approximately $3.0 million
- Due Diligence Status Completed
- Break-Up Fee $1 million triggered by certain
conditions
- Anticipated Closing Second quarter 2004
- Approvals required Federal Reserve, Comptroller of the
Currency and Enterprise shareholders
Financial Ratios (as of September 30, 2003)
- Price-to-book 2.70X, including value of options
- Price-to-assets 18.2%
- Price-to-deposits 24.3%
- Price-to-trailing 12-month 48.9X
earnings
- Price-to-estimated 2003 32.1X (annualized from 9/30/03
earnings earnings)
- Price-to-estimated 2004 26.7X
earnings
- EPS Dilution (Cash EPS) No dilution in 2004, accretive
thereafter
- EPS Dilution (GAAP EPS) Approximately $0.07 dilution in 2004,
breakeven in 2005, accretive
thereafter
Memphis Market Data
- Enterprise Bancshares' serves two of the fastest growing
communities in the Memphis MSA: Germantown and Collierville, TN.
- Germantown has a median household income of $94,600. The median
home price in Germantown is $295,900. The population is approximately
40,200 and grew at a 13.7% rate between 1990 and 2003. (Source:
Germantown Chamber of Commerce and 2002 US Census Bureau Estimates)
- Collierville's median household income is 87,700 with a median
home price of $240,800. Colliersville has a population of 37,000 and its
growth rate was approximately 157% from 1990 to 2002. (Source:
Collierville Chamber of Commerce and 2002 US Census Bureau Estimates)
- Enterprise Bancshares was ranked #13 of the 23 banks operating in
the Memphis MSA as of June 30, 2003. Its market share of Memphis
MSA deposits at June 30, 2003 was 1.02% of the MSA's approximately
$24.0 billion in deposits.
- Memphis MSA is the 44th largest in US, including 5 counties and
16 municipalities, with a 2002 population of 1,144,470, representing 14%
growth form 1990 to 2002. (Source; Memphis Chamber of Commerce)
- Memphis MSA has a diversified economy: 34% Services, 18% Retail
Trade, 12% Transportation, Communications & Utilities, 10% Manufacturing.
(Source: Memphis Chamber of Commerce)
- Largest private employers in Memphis MSA include: Federal Express
Corp., Methodist Healthcare, Wal Mart, Baptist Hospitals, Kroger,
International Paper, Northwest Airlines, AutoZone, St. Jude Childrens
Research Hospital.
- Memphis MSA has almost one-half the population of the entire State of
MS (2,858,029)
- The Memphis MSA adjoins Desoto County, MS, the fastest growing
county in Mississippi. Desoto County's population grew 68% from 1990 to
2001. (Source: Desoto County Economic Development Council)
*Use of Non-GAAP Financial Measures
Cash earnings per share is defined as GAAP earnings per share less
amortization of acquisition related expenses, including amortization of
deposit premium and write-up of fixed assets. NBC estimates that amortization
related expenses will total approximately $600,000, or $0.07 per share, and
will be written off over approximately ten years. NBC presents cash earnings
per share because its management uses the measure to evaluate the company's
performance and to allocate resources. In addition, NBC believes cash earnings
per share is a measure of performance used by some investment banks,
investors, analysts and others to make informed investment decisions. Cash
earnings per share is an indicator of cash generated to service debt and fund
capital expenditures. Cash earnings per share is not a measure of financial
performance under generally accepted accounting principles and should not be
considered as a substitute for or superior to other measures of financial
performance reported in accordance with GAAP. Cash earnings per share
presented herein may not be comparable to similarly titled measures reported
by other companies.
Conference Call to Discuss Enterprise Acquisition
The management of NBC Capital Corporation will hold a live webcast on the
Internet to discuss the transaction on December 12, 2003 beginning at 2:00
p.m. (eastern time). The on-line replay will follow immediately and continue
for 30 days. The webcast and replay can be accessed at the Company's website
at www.nbcbankline.com under investor information.
Forward-Looking Statements
This press release contains statements that are forward-looking as defined
within the Private Securities Litigation Reform Act of 1995. These forward-
looking statements are provided to assist in the understanding of anticipated
future financial results. However, such forward-looking statements involve
risks and uncertainties (including uncertainties relating to interest rates,
management and operation of acquired operations and general market risks) that
may cause actual results to differ materially from those in such statements.
For a discussion of certain factors that may cause such forward-looking
statements to differ materially from the Company's actual results, see the
Company's Report on 10-Q for the quarter ended September 30, 2003, and other
reports filed with the Securities and Exchange Commission. NBC Capital
Corporation is not responsible for updating the information contained in this
press release beyond the published date, or for changes made to this document
by wire services or Internet services.
About NBC Capital Corporation
NBC Capital Corporation is a financial holding company providing full
financial services, including banking, trust services, mortgage services,
insurance and investment products in east Mississippi and Tuscaloosa, Alabama.
NBC's stock is listed on the American Stock Exchange under the ticker symbol
of NBY.
SOURCE NBC Capital Corporation
-0- 12/11/2003
/CONTACT: Richard T. Haston of NBC Capital Corporation, +1-662-324-4258/
(NBY)
CO: NBC Capital Corporation; Enterprise Bancshares
ST: Mississippi, Tennessee
IN: FIN
SU: TNM CCA MAV
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 thereunto duly authorized.
NBC CAPITAL CORPORATION
By: /s/ Richard T. Haston
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Richard T. Haston
Executive Vice President,
Chief Financial Officer and Treasurer
Dated: December 11, 2003