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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the fiscal year ended December 31, 1995
Commission File Number 0-12885
NBC Capital Corporation
(Exact name of registrant as specified in its charter)
Delaware 64-0694755
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
NBC Plaza, Starkville, Mississippi 39759
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(601) 323-1341
Securities registered pursuant to Section 12(b) of the Act:
Title of each class: None
Name of each exchange on which registered: None
Securities registered pursuant to Section 12(g) of the Act:
Common stock, $1 par value
(Title of Class)
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to the
Form 10-K. ( X )
Aggregate market value of the voting stock held by nonaffiliates
was approximately:
$54,800,000
___________________________
(based on most recent sale)
Indicate the number of shares outstanding of each of the issuers'
classes of common stock as of the latest practicable date:
Common Stock, $1 par value - 1,200,000 shares outstanding as
of December 31, 1995.
Documents incorporated by reference -
Annual report to shareholders for 1995 - Parts II and IV
Proxy statement dated March 18, 1996 - Part III
PART I
ITEM 1 - BUSINESS
NBC Capital Corporation
NBC Capital Corporation (the Company) is a multi-bank
holding company which was organized under the laws of the State
of Mississippi in 1984 and was reorganized in 1987 under the laws
of the State of Delaware. On July 2, 1984, the Company acquired
all of the outstanding common stock of the National Bank of
Commerce of Mississippi (NBC), a national banking corporation.
On January 1, 1994, the Company acquired 99.2% of the outstanding
common stock of First State Bank of Tuscaloosa, Alabama, a state
chartered bank. For the year ended December 31, 1995, these
financial institutions and their subsidiaries accounted for 100%
of the Company's consolidated income and approximately 99% of its
consolidated expenses.
National Bank of Commerce of Mississippi
NBC was originally formed through a series of mergers which
began in 1972 and concluded on October 1, 1974. In March, 1991,
NBC acquired the assets and assumed the liabilities of the Bank
of Philadelphia, a $75 million institution. NBC operates under
the original Federal Charter granted to the First National Bank
of Monroe County in 1887.
NBC is the largest commercial bank domiciled in the eastern
area of the state known as the Golden Triangle. A total of 25
banking facilities and an operations center serve the communities
of Aberdeen, Amory, Artesia, Brooksville, Columbus, Hamilton,
Maben, Philadelphia and Starkville. This area extends into five
Mississippi counties with a radius of approximately 65 miles from
the home office in Starkville.
During 1995 and 1994, NBC engaged in the general banking
business and activities closely related to banking as authorized
by the banking laws and regulations of the United States. There
were no significant changes in the business activities of NBC
during these years.
NBC provides a complete line of wholesale and retail
services including mortgage loans and trust. The customer base
is well diversified and consists of business, industry,
agriculture, government, education and individual accounts.
Profitability and growth have been consistent throughout the
history of the bank.
NBC utilizes a written Asset/Liability Management Policy
which calls for maintaining the 24 month GAP within a tolerance
of + 5% - 10% of total assets. The financial plan calls for a
return on assets of 1.3% and a minimum return on equity of 10%.
NBC is operated in a conservative fashion while meeting the
needs of the community. There has been no disposition of any
material amounts of assets nor has there been a material change
in the mode of conducting business. No major changes in
operation are provided for the near future.
First State Bank of Tuscaloosa
First State Bank of Tuscaloosa (FSB) was organized in 1968
and is a state bank and operates under the requirements of the
laws of the State of Alabama.
FSB is located in Tuscaloosa, Alabama, a city with a
population of approximately 75,000 people. FSB was acquired by
the Company on January 1, 1994. Management of the Company is of
the opinion that this acquisition provides for new opportunities
for growth and expansion. Tuscaloosa, Alabama, is a city that
expects future economic development. As an example, Mercedes is
building an automotive plant in the Tuscaloosa area. Management
of the Company believes the acquisition of FSB places the Company
in a position to participate in the economic development.
FSB competes with many other financial institutions in the
Tuscaloosa area, most of which are larger. FSB had total assets
of $78 million at December 31, 1995, and reported net income of
$616 thousand for the year ended December 31, 1995. The bank's
history has been one of moderate growth and average earnings when
compared to its peer group.
FSB is engaged in the general banking business and
activities closely related to banking as authorized by the
banking laws and regulations of its banking regulators, the State
of Alabama and the Federal Deposit Insurance Corporation (FDIC).
FSB provides a complete line of wholesale and retail
services, including mortgage loans. The customer base consists
principally of business, industry and individual accounts.
The Company operates FSB in a conservative fashion while
meeting the needs of the community.
FSB has adopted the asset/liability management policy of
NBC. The financial plan calls for a return on assets of 1% and a
minimum return on equity (net of goodwill) of 10%.
NBC Service Corporation
NBC Service Corporation (Service) is a wholly-owned
subsidiary of NBC and was formed to provide additional financial
services that otherwise might not be provided by NBC. For the
years 1995 and 1994, its primary activity was limited to its
investment in Commerce National Insurance Company (CNI) of which
Service owns 79%. Commerce National Insurance Company is a
credit life insurance company whose primary source of income is
from premiums on credit life insurance on loans issued by NBC.
Philadelphia Finance Corporation
Philadelphia Finance Corporation (Finance), a wholly-owned
subsidiary of NBC, is a finance company that provides lending and
financing services to consumers. It engages in consumer
financing, and its loans are of a smaller amount and a higher
interest rate than that of NBC. Finance has one office located
in Philadelphia, Mississippi.
Competition
NBC and its subsidiaries currently serve five counties and
nine municipalities in North Mississippi. Over this same area,
the bank competes directly with approximately 15 competing
banking institutions, credit unions, finance companies, brokerage
firms, mortgage companies and insurance companies. The
institutions range in asset size of approximately $100 million to
in excess of $5 billion. NBC is the largest bank domiciled in
its immediate service area. Asset size of competitive banks
depends on whether the reference is made to the branch banks or
to their parent banks. Several other competitors are branches or
divisions of nationwide companies with more resources than the
Company and its subsidiaries.
FSB is located in Tuscaloosa, Alabama, and has a main office
and two branch locations. The bank competes with approximately
eight other financial institutions, most of which are larger.
The other institutions range in size from approximately $20
million to $15 billion. Asset size of the competitive banks
depends on whether reference is made to the branch banks or to
their parent bank. FSB also competes with numerous credit
unions, finance companies, etc., many of which are branches of
nationwide companies. The acquisition of FSB by the Company
provides FSB with access to resources, products, and services
previously unavailable, thereby improving its competitive
position.
Supervision and Regulation
The Company and its subsidiaries are subject to state and
federal banking laws and regulations which impose specific
requirements or restrictions on and provide for general
regulatory oversight with respect to virtually all aspects of
operations. These laws and regulations are generally intended to
protect depositors, not shareholders. To the extent that the
following summary describes statutory or regulatory provisions,
it is qualified in its entirety by reference to the particular
statutory and regulatory provisions. Any change in applicable
laws or regulations may have a material effect on the business
and prospects of the Company. Beginning with the enactment of
the Financial Institutions Reform, Recovery and Enforcement Act
of 1989 ("FIRREA") and following with Federal Deposit Insurance
Corporation Improvement Act (FDICIA), which was enacted in 1991,
numerous additional regulatory requirements have been placed on
the banking industry in the past five years, and additional
changes have been proposed. The operations of the Company and
its subsidiaries may be affected by legislative changes and the
policies of various regulatory authorities. The Company is
unable to predict the nature or the extent of the effect on its
business and earnings that fiscal or monetary policies, economic
control, or new federal or state legislation may have in the
future.
The Company is a bank holding company within the meaning of
the Bank Holding Company Act of 1956 (the Act) and is registered
as such with the Board of Governors of the Federal Reserve System
(the Federal Reserve Board). As a bank holding company, the
Company is required to file with the Federal Reserve Board an
annual report and such other information as may be required. The
Federal Reserve Board may also make examinations of the Company.
In addition, the Federal Reserve Board has the authority to
regulate provisions of certain bank holding company debt.
The Act requires every bank holding company to obtain the
prior approval of the Federal Reserve Board before acquiring
substantially all the assets of or direct or indirect ownership
or control of more than 5% of the voting shares of any bank which
is not already majority-owned. The Act also prohibits a bank
holding company, with certain exceptions, from engaging in or
acquiring direct or indirect control if more than 5% of the
voting shares of any company engaged in non-banking activities.
One of the principal exceptions to these prohibitions is for
engaging in or acquiring shares of a company engaged in
activities found by the Federal Reserve Board by order or
regulation to be so closely related to banking or managing banks
as to be a proper incident thereto. The Act prohibits the
acquisition by a bank holding company of more than 5% of the
outstanding voting shares of a bank located outside the state in
which the operations of its banking subsidiaries are principally
conducted, unless such an acquisition is specifically authorized
by statute of the state in which the bank to be acquired is
located. The Act and regulations of the Federal Reserve Board
also prohibit a bank holding company and its subsidiaries from
engaging in certain tie-in arrangements in connection with any
extension of credit or provision of any property or services.
As a bank holding company, the Company is required to give
the Federal Reserve prior written notice of any purchase or
redemption of its outstanding equity securities if the gross
consideration for the purchase or redemption, when combined with
the net consideration paid for all such purchases or redemptions
during the preceding 12 months, is equal to 10% or more of the
Company's consolidated net worth. The Federal Reserve may
disapprove such a purchase or redemption if it determines that
the proposal constitutes an unsafe or unsound practice, would
violate any law, regulation, Federal Reserve order or directive
or any condition imposed by, or written agreement with, the
Federal Reserve.
In accordance with Federal Reserve Board policy, the Company
is expected to act as a source of financial strength to the
subsidiaries. The Federal Reserve Board may require a bank
holding company to terminate any activity or relinquish control
of a nonbank subsidiary (other than a nonbank subsidiary of a
bank) upon the Federal Reserve Board's determination that such
activity or control constitutes a serious risk to the financial
soundness of stability of any subsidiary depository institution
of the bank holding company. Further, federal bank regulatory
authorities have additional discretion to require a bank holding
company to divest itself of any bank or nonbank subsidiary if the
agency determines that divestiture may aid the depository
institution's financial condition.
Dividends paid by the Company are substantially provided
from dividends from the banking subsidiaries. Generally, the
approval of the bank's regulator is required if the total of all
dividends declared by a bank in any calendar year exceeds the
total of its net profits for that year combined with its retained
net profits of the preceding two years. At December 31, 1995,
the banking subsidiaries had available for payment of dividends
to the Company, without prior approval of their regulator,
approximately $4.7 million.
The Federal Reserve Board, FDIC and Office of the
Comptroller of the Currency (OCC) have established risk-based
capital guidelines for holding companies, such as the Company,
and banks. The capital-based regulatory framework contains five
categories of compliance with regulatory capital requirements,
including "well capitalized," adequately capitalized,"
undercapitalized," significantly undercapitalized," and
critically undercapitalized." The Company's strategy related to
risk-based capital is to maintain capital levels which will be
sufficient to qualify the Company's banking subsidiaries for the
"well capitalized" category under the guidelines set forth by the
FDICIA. Maintaining capital ratios at the "well capitalized"
level avoids certain restrictions which, for example, could
impact the Company's banking subsidiaries' FDIC assessment, trust
services and asset/liability management. At December 31, 1995,
the tier I and total capital ratios, respectively, for the Bank
were well above the minimum 6% and 10% levels required to be
categorized as a "well capitalized" insured depository
institution.
The FDIC, OCC and Federal Reserve Board have historically
had common capital adequacy guidelines involving minimum (a)
leverage capital and (b) risk-based capital requirements:
(a) The first requirement establishes a minimum ratio of
capital as a percentage of total assets. The FDIC, OCC, and
Federal Reserve Board require institutions to maintain a minimum
leverage ratio of Tier 1 capital (as defined) to total average
assets based on the institution's rating under the regulatory
CAMEL rating system. Institutions with CAMEL ratings of one that
are not anticipating or experiencing significant growth and have
well-diversified risk are required to maintain a minimum leverage
ratio of 3 percent. An additional 100 to 200 basis points are
required for all but these most highly rated institutions.
(b) The second requirement also establishes a minimum ratio
of capital as a percentage of total assets, but gives weight to
the relative risk of each asset. The FDIC, OCC, and Federal
Reserve Bank require institutions to maintain a minimum ratio of
Tier 1 capital to risk-weighted assets of 4.0 percent. Banks
must also maintain a minimum ratio of total capital to risk-
weighted assets of 8.0 percent. At December 31, 1995, the
Company's Tier 1 and total capital ratios were 15.4% and 16.6%,
respectively.
Under these guidelines, banks' and bank holding companies'
assets are given risk-weights of 0%, 20%, 50%, or 100%. In
addition, certain off-balance sheet items are given credit
conversion factors to convert them to asset equivalent amounts to
which an appropriate risk-weight will apply. These computations
result in the total risk-weighted assets. Most loans are
assigned to the 100% risk category, except for first mortgage
loans fully secured by residential property and, under certain
circumstances, residential construction loans, both of which
carry a 50% rating. Most investment securities are assigned to
the 20% category, except for municipal or state revenue bonds,
which have a 50% rating, and direct obligations of or obligations
guaranteed by the United States Treasury or United States
Government agencies, which have a 0% rating.
The primary supervisory authority of NBC is the OCC, and of
FSB is the FDIC. The OCC and FDIC regulate or monitor virtually
all areas of the Bank's operations, including security devices
and procedures, adequacy of capitalization and loss reserves,
loans, investments, borrowings, deposits, mergers, issuances of
securities, payment of dividends, interest rates payable on
deposits, interest rates or fees chargeable on loans,
establishment of branches, corporate reorganizations, maintenance
of books and records, and adequacy of staff training to carry on
safe lending and deposit gathering practices. The OCC and FDIC
also impose limitations on the aggregate investment in real
estate, bank premises, and furniture and fixtures. In addition
to regular examinations, the institution must furnish to its
regulator quarterly reports containing a full and accurate
statement of its affairs.
Banks are subject to the provisions of Section 23A of the
Federal Reserve Act, which place limits on the amount of loans or
extensions of credit to, or investments in, or certain other
transactions with, affiliates and on the amount of advances to
third parties collateralized by the securities or obligations of
affiliates. The aggregate of all covered transactions is limited
in amount, as to any one affiliate, to 10% of the bank's capital
and surplus and, as to all affiliates combined, to 20% of the
bank's capital and surplus. Furthermore, within the foregoing
limitations as to amount, each covered transaction must meet
specified collateral requirements. Compliance is also required
with certain provisions designed to avoid the taking of low
quality assets.
Banks are also subject to the provisions of Section 23B of
the Federal Reserve Act which, among other things, prohibit an
institution from engaging in certain transactions with certain
affiliates unless the transactions are on terms substantially the
same, or at least as favorable to such institution or its
subsidiaries, as those prevailing at the time for comparable
transactions with non-affiliated companies. The Bank is subject
is certain restrictions on extensions of credit to executive
officers, directors, certain principal shareholders, and their
related interests. Such extensions of credit (i) must be made on
substantially the same terms, including interest rates and
collateral, as those prevailing at the time for comparable
transactions with third parties and (ii) must not involve more
than the normal risk of repayment or present other unfavorable
features.
National banks are required by the National Bank Act to
adhere to branch office banking law, the Bank may open branches
throughout Mississippi with the prior approval of the OCC. In
addition, with prior regulatory approval, the Bank is able to
acquire existing banking operations in Mississippi. Furthermore,
federal legislation has recently been passed which permits
interstate branching. The new law permits out of state
acquisitions by bank holding companies (subject to veto by new
state law), interstate branching by banks if allowed by state
law, interstate merging by banks, and de novo branching by
national banks if allowed by state law.
The Community Reinvestment Act requires that, in connection
with examinations of financial institutions within their
respective jurisdictions, the Federal Reserve, the FDIC, or the
OCC shall evaluate the record of the financial institutions in
meeting the credit needs of their local communities, including
low and moderate income neighborhoods, consistent with the safe
and sound operation of those institutions. These factors are
also considered in evaluating mergers, acquisitions, and
applications to open a branch or facility.
Interest and certain other charges collected or contracted
by Banks are subject to state usuary laws and certain federal
laws concerning interest rates. The loan operations are also
subject to certain federal laws applicable to credit
transactions, such as the federal Truth-In-Lending Act, governing
disclosures of credit terms to consumer borrowers; the Home
Mortgage Disclosure Act of 1975, requiring financial institutions
to provide information to enable the public and public officials
to determine whether a financial institution will be fulfilling
its obligation to help meet the housing needs of the community it
serves; the Equal Credit Opportunity Act, prohibiting
discrimination on the basis of race, creed or other prohibited
factors in extending credit; the Fair Credit Reporting Act of
1978, governing the use and provision of information to credit
reporting agencies; the Fair Debt Collection Act, governing the
manner in which consumer debts may be collected by collection
agencies; and the rules and regulations of the various federal
agencies charged with the responsibility of implementing such
federal laws. The deposit operations also are subject to the
Right to Financial Privacy Act, which imposes a duty to maintain
confidentiality of consumer financial records and prescribes
procedures for complying with administrative subpoenas of
financial records, and the Electronic Funds Transfer Act and
Regulation E issued by the Federal Reserve Board to implement
that act, which governs automatic deposits to and withdrawals
from deposit accounts and customers' rights and liabilities
arising from the use of automated teller machines and other
electronic banking services.
Subsidiary banks of a bank holding company are subject to
certain restrictions imposed by the Federal Reserve Act on any
extensions of credit to the bank holding company or any of its
subsidiaries, on investments in stock or other securities thereof
and on the taking of such stock or securities as collateral for
loans to any borrower.
The bank subsidiaries are members of the FDIC and their
deposits are insured as provided by law.
Finance and CNI are subject to regulation by the applicable
state agencies. These agencies set reserve requirements,
reporting standards, and establish regulations, all of which
affect business operations.
Governmental Monetary Policies
As a bank chartered under the laws of the United States, NBC
is a member of the Federal Reserve System. The earnings of NBC
are affected by the fiscal and monetary policies of the Federal
Reserve System which regulates the national money supply in order
to mitigate recessionary and inflationary pressures. The
techniques used by the Federal Reserve System include setting the
reserve requirements of depository institutions and establishing
the discount rate on member bank borrowings. The Federal Reserve
System also conducts open market operations in United States
Government securities.
The policies of the Federal Reserve System and other
regulatory agencies have a direct effect on the amount of bank
loans and deposits, and the interest rates charged and paid
thereon. While the impact these policies may have upon the
future business and earnings of the financial institutions cannot
be accurately predicted, such policies can materially affect the
earnings of commercial banks.
Sources and Availability of Funds
The materials essential to the business of the Company and
its subsidiaries consist primarily of funds derived from deposits
and other borrowing in the financial markets. The availability
of funds is primarily dependent upon the economic policies of the
government, the economy in general and the institution's ability
to compete in the market place.
Seasonability
Neither the Company nor any of its subsidiaries are
dependent upon any seasons.
Dependence Upon A Single Customer
The Company nor any of its subsidiaries are dependent upon a
single customer or very few customers.
Executive Officers
The executive officers of the Company and its bank
subsidiaries, National Bank of Commerce of Mississippi and First
State Bank of Tuscaloosa, as of December 31, 1995, are listed
below. The title indicates a position held in the Company and
the bank subsidiaries.
Name and Title Age Five Year Experience
________________________ ___ __________________________________
L. F. Mallory, Jr. 53 Chairman of the Board and
Chairman, President President, NBC Capital
and Chief Executive Corporation and NBC of
Officer Mississippi
Bobby Harper 54 Chairman of Executive Committe,
Chairman of the NBC Capital Corporation and NBC
Executive Committee of Mississippi, and President,
NBC of Mississippi, Columbus
Banking Center
Hunter M. Gholson 63 Secretary of NBC Capital
Secretary Corporation and NBC of
Mississippi
Mark A. Abernathy 39 Prior to joining NBC in 1994, he
Executive Vice was Consumer Regional Executive
President and Chief Officer of Nations Bank,
Operating Officer, Nashville, Tennessee
NBC Capital
Corporation and NBC
of Mississippi
Mrs. Martha W. Taylor 54 Treasurer and Assistant Secretary,
Treasurer and NBC Capital Corporation, and
Assistant Secretary, Executive Vice President and
NBC Capital Chief Financial Officer, NBC of
Corporation and Mississippi
Executive Vice
President and Chief
Financial Officer,
NBC of Mississippi
Carl M. Holloway 49 Vice President, NBC Capital
Vice President, NBC Corporation and Executive
Capital Corporation, Vice President, NBC of
and Executive Vice Mississippi
President, NBC of
Mississippi
Joel C. Clements 48 Vice President, NBC Capital
Vice President, NBC Corporation and Executive
Capital Corporation Vice President, NBC of
and Executive Vice Mississippi
President, NBC of
Mississippi
Clifton B. Fowler 47 Vice President, NBC Capital
Vice President, NBC Corporation and President,
Capital Corporation NBC of Mississippi, Starkville
and President, NBC Banking Center
of Mississippi, Has held current position since
Starkville Banking November, 1990. Prior to
Center joining NBC was with Trustmark
National Bank.
Thomas J. Prince, Jr. 54 Vice President, NBC Capital
Vice President, NBC Corporation and President, NBC
Capital Corporation of Mississippi, Aberdeen
and President, NBC of Banking Center
Mississippi, Aberdeen
Banking Center
Kenneth A. Madison 63 Vice President, NBC Capital
Vice President, NBC Corporation, and President, NBC
Capital Corporation of Mississippi, Philadelphia
and President, NBC of Banking Center.
Mississippi, Has held current position since
Philadelphia Banking March, 1991. Prior to joining
Center NBC was President and C/E/O of
Bank of Philadelphia,
Philadelphia, Mississippi
Thomas P. Hester 62 President and other positions of
President, First First State Bank of Tuscaloosa
State Bank of
Tuscaloosa
Rex D. Poole 58 Vice President, NBC Capital
Vice President, NBC Corporation and Senior Vice
Capital Corporation President and Trust Officer,
and Senior Vice NBC of Mississippi
President and Trust
Officer, NBC of
Mississippi
Donald J. Bugea, Jr. 42 Senior Vice President and
Senior Vice President Investment Officer, NBC of
and Investment Mississippi
Officer, NBC of Has held current position since
Mississippi January, 1992. Prior to joining
NBC was Senior Vice President
and Cashier, NBC of Baton Rouge,
Louisiana
Terrence Y. Dewitt 34 Executive Vice President and other
Executive Vice positions of First State Bank of
President, First Tuscaloosa
State Bank of
Tuscaloosa
Personnel
At December 31, 1995, NBC and FSB had 318 full-time
employees. The Company, Service and CNI had no employees at
December 31, 1995. The finance company had three employees.
ITEM 2 - PROPERTIES
The Company, Service and CNI owned no properties at December 31,
1995.
The following listing describes the locations and general
character of the Bank-owned properties:
Approximate
Office Space
Type Location (Square Feet)
________________________ ______________________ ______________
NBC of Mississippi:
Main Office Starkville, Mississippi 35,000
University Branch Starkville, Mississippi 1,485
Motor Branch Starkville, Mississippi 2,000
82 Branch Starkville, Mississippi 2,077
Operations Center Starkville, Mississippi 16,500
Starkville Crossing Starkville, Mississippi 2,000
Main Office Columbus, Mississippi 36,000
North Columbus Branch Columbus, Mississippi 1,440
Fairlane Branch Columbus, Mississippi 2,400
Gardner Blvd. Branch Columbus, Mississippi 1,156
Bluecutt Road Branch Columbus, Mississippi 3,200
Main Office Aberdeen, Mississippi 11,026
Maple Street Branch Aberdeen, Mississippi 998
Highway 45 North Branch Aberdeen, Mississippi 1,205
Main Office Amory, Mississippi 8,550
Medical and Industrial
Center Branch Amory, Mississippi 950
Main Office Artesia, Mississippi 1,500
Main Office Brooksville, Mississippi 3,000
Main Office Hamilton, Mississippi 1,800
Main Office Maben, Mississippi 4,000
Main Office Philadelphia, Mississippi 6,000
Northside Branch Philadelphia, Mississippi 300
Courtside Branch Philadelphia, Mississippi 400
Southside Branch Philadelphia, Mississippi 450
Operations Center Philadelphia, Mississippi 6,600
First State Bank of
Tuscaloosa:
Main Office Tuscaloosa, Alabama 6,400
Northport Branch Tuscaloosa, Alabama 3,018
University Branch Tuscaloosa, Alabama 2,480
Finance operates out of NBC's building located in Philadelphia,
Mississippi.
In the opinion of management, all properties are in good
condition and are adequate to meet the needs of the communities
they serve.
ITEM 3 - LEGAL PROCEEDINGS
There are no pending proceedings of a material nature to
which the Company, NBC, FSB, Service, Finance, or CNI is a party.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
PART II
ITEM 5 - MARKET FOR COMPANY'S COMMON STOCK AND RELATED STOCKHOLDER
MATTERS
(a) The information titled "Market Information" and
contained on Page 30 of the Company's annual report to
shareholders for the year 1995 is incorporated herein by
reference in response to this item and included in this report as
Exhibit 13.a.
(b) At December 31, 1995, the Company had approximately 1,799
security holders.
(c) Dividends on common stock were declared semiannually in
June and December of the years reported and totaled as follows:
December 31,
1995 1994
___________ ___________
Dividends declared, $2.40 per share $ 2,880,000 $ -
Dividends declared, $2.05 per share - 2,460,000
___________ ___________
$ 2,880,000 $ 2,460,000
=========== ===========
ITEM 6 - SELECTED FINANCIAL DATA
The information titled "Selected Financial Data" and contained
on Page 30 of the Company's annual report to the shareholders for
the year 1995 is incorporated herein by reference in response to this
item and included in this report as Exhibit 13.b.
SUPPLEMENTAL STATISTICAL INFORMATION
I. Distribution of Assets, Liabilities, and Stockholders'
Equity; Interest Rates and Interest Differential
A. Average balance sheets (consolidated):
In Thousands)
1995 1994 1993
Assets ________ ________ ________
Cash and due from banks $ 20,406 $ 19,515 $ 14,557
Securities:
Taxable 115,574 120,870 127,822
Non-taxable 68,934 57,649 49,743
________ ________ ________
Total securities 184,508 178,519 177,565
Federal funds sold and
securities purchased under
agreement to resell 6,809 4,882 4,909
Loans, net of unearned
interest 338,631 306,702 240,509
Less reserve for loan losses 6,136 5,488 3,805
________ ________ ________
Net loans 332,495 301,214 236,704
Other assets 26,483 23,582 15,711
________ ________ ________
Total Assets $570,701 $527,712 $449,446
======== ======== ========
Liabilities and
Stockholders' Equity
Deposits:
Noninterest-bearing $ 69,058 $ 65,010 $ 49,718
Interest-bearing 422,451 386,000 332,731
________ ________ ________
Total deposits 491,509 451,010 382,449
Federal funds purchased and
securities sold under
agreement to repurchase 2,185 5,557 516
Borrowed funds 11,670 13,367 11,922
Other liabilities 6,601 5,111 6,223
________ ________ ________
Total liabilities 511,965 475,045 401,110
Stockholders' equity 58,736 52,667 48,336
________ ________ ________
Total Liabilities and
Stockholders' Equity $570,701 $527,712 $449,446
======== ======== ========
B. Analysis of Net Interest Earnings
The table below shows, for the periods indicated, an analysis of
net interest earnings, including the average amount of
interest-earning assets and interest-bearing liabilities
outstanding during the period, the interest earned or paid
on such amounts, the average yields/rates paid and the net
yield on interest-earning assets:
($ In Thousands)
Average Balance
1995 1994 1993
________ ________ ________
EARNING ASSETS
Net loans $332,495 $301,214 $236,704
Federal funds sold and securities
purchased under agreement to resell 6,809 4,882 4,909
Securities:
Taxable 115,574 120,870 127,822
Nontaxable 68,934 57,649 49,743
________ ________ ________
Totals 523,812 484,615 419,178
________ ________ ________
INTEREST-BEARING LIABILITIES
Interest-bearing deposits 422,451 386,000 332,731
Borrowed funds and federal funds
purchased and securities sold
under agreement to repurchase 13,855 18,924 12,438
________ ________ ________
Totals 436,306 404,924 345,169
________ ________ ________
Net Amounts $ 87,506 $ 79,691 $ 74,009
======== ======== ========
($ In Thousands) Yields Earned
Interest for the Year and
Ended December 31, Rates Paid (%)
_______________________ ______________
1995 1994 1993 1995 1994 1993
_______ _______ _______ ____ ____ ____
EARNING ASSETS
Net loans $30,731 $25,217 $19,097 9.24 8.37 8.07
Federal funds sold and
securities purchased
under agreement to
resell 446 258 144 6.55 5.28 2.93
Securities:
Taxable 7,233 7,231 8,095 6.26 5.98 6.33
Nontaxable 3,840 3,107 2,942 5.57 5.39 5.91
_______ _______ _______
Totals 42,250 35,813 30,278 8.06 7.39 7.22
_______ _______ _______
INTEREST-BEARING
LIABILITIES
Interest-bearing deposits 17,906 12,747 10,866 4.24 3.30 3.27
Borrowed funds and federal
funds purchased and
securities sold under
agreement to repurchase 779 798 674 5.62 4.22 5.42
_______ _______ _______
Totals 18,685 13,545 11,540 4.28 3.35 3.34
_______ _______ _______
Net Amounts $23,565 $22,268 $18,738
======= ======= =======
Net yield on earning assets 4.50 4.59 4.47
(1) Interest and yields on tax-exempt obligations are not on a
fully taxable equivalent basis.
(2) For the purpose of these computations, nonaccruing loans are
included in the average loan balances outstanding.
C. Increase (Decrease) in Interest Income and Interest
Expense
The following table analyzes the changes in both the rate
and volume components of net interest revenue:
(In Thousands) (In Thousands)
1995 Over 1994 1994 Over 1993
____________________ ____________________
Change Due To: Change Due To:
____________________ ____________________
Total Rate Volume Total Rate Volume
______ ______ ______ ______ ______ ______
EARNING ASSETS
Net loans $5,514 $2,757 $2,757 $6,120 $ 734 $5,386
Federal funds
sold and
securities
purchased under
agreement to
resell 188 71 117 114 115 (1)
Securities:
Taxable 2 32 (30) (864) (435) (429)
Nontaxable 733 107 626 165 (205) 370
______ ______ ______ ______ ______ ______
Totals $6,437 $2,967 $3,470 $5,535 $ 209 $5,326
====== ====== ====== ====== ====== ======
INTEREST-BEARING
LIABILITIES
Interest-bearing
deposits $5,159 $3,874 $1,285 $1,881 $ 102 $1,779
Interest on
borrowed funds
and federal
funds purchased
and securities
sold under
agreement to
repurchase (19) 80 (99) 124 (91) 215
______ ______ ______ ______ ______ ______
Totals $5,140 $3,954 $1,186 $2,005 $ 11 $1,994
====== ====== ====== ====== ====== ======
NOTE: (1) Change in volume is the change in volume times the
previous year's rate.
(2) Change in rate is the change in rate times the previous
year's balance.
(3) The change in interest due to both rate and volume has
been allocated to volume and rate changes in proportion
to the relationship of the absolute dollar amounts of
change to each.
II. INVESTMENT PORTFOLIO
A. The following tables presents the book values of securities as
of the dates indicated:
(In Thousands)
December 31,
____________________________
1995 1994 1993
________ ________ ________
U. S. Treasury $ 26,039 $ 23,907 $ 11,359
U. S. Government agencies and
mortgage-backed securities 81,300 76,779 93,157
States and political
subdivisions 66,950 70,917 56,333
Other 5,054 4,543 4,196
________ ________ ________
Total book value $179,343 $176,146 $165,045
======== ======== ========
B. The following table sets forth the maturities of investment and
mortgage-backed securities (book values) at December 31, 1995,
and the weighted average yield of such securities:
($ In Thousands)
Weighted Average Yield
_________________________________________
0-1 Yield 1-5 Yield 5-10 Yield
Year (%) Years (%) Years (%)
_______ _____ _______ _____ _______ _____
Securities:
U. S. Treasury $ 8,528 5.0% $17,402 6.4% $ 109 7.5%
U. S. Government
agencies 5,061 5.6% 20,732 6.7% 49 6.7%
States and
political
subdivisions 5,158 5.8% 29,403 4.9% 9,200 6.6%
Other - - 1,021 6.4% 310 6.7%
_______ _______ _______
Total $18,747 $68,558 $ 9,668
======= ======= =======
10+ Yield
Years (%)
_______ _____
States and political
subdivisions $23,189 6.3%
Other 3,723 5.6%
_______
Total $26,912
=======
Book Yield
Value (%)
_______ _____
Mortgage-backed
securities $55,458 6.2%
=======
NOTE: Interest and yields on tax-exempt obligations are not on
a taxable equivalent basis.
Average yield on floating rate securities was determined
using the current yield.
C. Investment securities in excess of 10% of stockholders' equity.
At December 31, 1995, there were no securities from any issues
in excess of 10% of stockholders' equity.
III. LOAN PORTFOLIO
A. Type of loans
The amount of loans outstanding by type at the indicated dates
are shown in the following table:
(In Thousands)
December 31,
_____________________________________________
Type 1995 1994 1993 1992 1991
_________________ ________ ________ ________ ________ ________
Commercial,
financial and
agriculture $ 56,219 $ 51,541 $ 35,177 $ 33,814 $ 37,970
Real estate -
construction 11,892 12,372 2,777 3,491 3,439
Real estate -
mortgage 193,686 178,391 140,162 123,535 113,019
Installment
loans to
individuals 83,281 79,961 73,756 66,211 61,340
Other 5,989 5,297 5,654 5,522 9,308
________ ________ ________ ________ ________
Total loans 351,067 327,562 257,526 232,573 225,076
Unearned interest (2,649) (4,031) (5,597) (5,600) (6,404)
________ ________ ________ ________ ________
$348,418 $323,531 $251,929 $226,973 $218,672
======== ======== ======== ======== ========
B. Maturities and sensitivities of loans to changes in interest rates:
(In Thousands)
December 31, 1995
_________________________________
Maturing
________________________
Within 1-5 Over
Type 1 Year Years 5 Years Total
____________________________ ________ _______ _______ ________
Commercial, financial and
agricultural $ 48,588 $ 6,790 $ 841 $ 56,219
Real estate - construction 11,385 507 - 11,892
Other loans, excluding real
estate - mortgage and
installment loans 5,520 469 - 5,989
________ _______ _______ ________
$ 65,493 $ 7,766 $ 841 $ 74,100
======== ======= ======= ========
Loans with: (1)
Predetermined interest
rates $ 37,152 $97,090 $18,056 $152,298
Floating interest rates 196,464 270 6 196,740
________ _______ _______ ________
$233,616 $97,360 $18,062 $349,038
======== ======= ======= ========
(1) Excludes nonaccrual loans of $2,028.
C. Nonperforming loans
1. The following tables states the aggregate amount of loans
which were nonperforming in nature:
( In Thousands )
December 31,
__________________________________
Type 1995 1994 1993 1992 1991
_______________________ ______ ______ ______ ______ ______
Loans accounted for on
a nonaccrual basis $2,028 $1,397 $1,451 $1,442 $ 987
====== ====== ====== ====== ======
Accruing loans past due
90 days or more $ 447 $ 601 $ 484 $ 794 $1,469
====== ====== ====== ====== ======
Renegotiated "troubled"
debt $ 390 $ 306 $ 853 $ 632 $ 100
====== ====== ====== ====== ======
2. There were no loan concentrations in excess of 10% of total
loans at December 31, 1995.
3. There were no outstanding foreign loans at December 31, 1995.
4. Loans classified for regulatory purposes or for internal
credit review purposes that have not been disclosed in the
above table do not represent or result from trends or
uncertainties that management expects will materially
impact the financial condition of the Company or its
subsidiary banks, or their future operating results,
liquidity, or capital resources.
5. If all nonaccrual loans had been current throughout their
terms, interest income would have not been significantly
different for the years ended 1995, 1994, and 1993.
6. Management stringently monitors loans that are classified
as nonperforming. Nonperforming loans include nonaccrual
loans, loans past due 90 days or more, and loans
renegotiated or restructured because of a debtor's
financial difficulties. Loans are generally placed on
nonaccrual status if any of the following events occur:
1) the classification of a loan as nonaccrual internally
or regulatory examiners, 2) delinquency on principal for
90 days or more unless management is in the process of
collection, 3) a balance remains after repossession
of collateral, 4) notification of bankruptcy, or 5)
management's judgment that nonaccrual is
appropriate.
7. At December 31, 1995, management was not aware of any
potential problem loans not previously disclosed.
D. Other interest-bearing assets
There were no other interest-bearing non-performing assets at
December 31, 1995.
IV. Summary of Loan Loss Experience
A. An analysis of the loan loss experience for the periods
indicated is as follows:
($ In Thousands)
December 31,
________________________________________
1995 1994 1993 1992 1991
______ ______ ______ _______ _______
Beginning balance $5,719 $4,450 $3,204 $ 2,796 $ 2,127
______ ______ ______ _______ _______
Charge-offs:
Domestic:
Commercial,
financial and
agricultural (237) (78) (151) (743) (1,030)
Real estate (109) (239) (80) (413) (454)
Installment
loans and
other (422) (392) (427) (822) (1,751)
______ ______ ______ _______ _______
Total charge-offs (768) (709) (658) (1,978) (3,235)
______ ______ ______ _______ _______
Recoveries:
Domestic:
Commercial,
financial and
agricultural 54 48 122 79 66
Real estate 40 25 31 97 14
Installment
loans and
other 209 177 116 181 123
______ ______ ______ _______ _______
Total recoveries 303 250 269 357 203
______ ______ ______ _______ _______
Net charge-off (465) (459) (389) (1,621) (3,032)
______ ______ ______ _______ _______
Reserve of
acquired bank - 494 - - 2,090
Provision charged
to operations 1,165 1,234 1,635 2,029 1,611
______ ______ ______ _______ _______
Ending balance $6,419 $5,719 $4,450 $ 3,204 $ 2,796
====== ====== ====== ======= =======
Ratio of net
charge-offs to
average loans
outstanding .14 .15 .13 .75 1.45
Ratio of reserve
for loan losses
to loans out-
standing at year
end 1.84 1.77 1.77 1.41 1.28
B. Determination of Reserve for Loan Losses
The information contained in Note A-6 to the financial
statements of the annual report to shareholders is
incorporated herein by reference and included in this
report as Exhibit 13.d.
C. Loans and Risk Descriptions
Real Estate Loans
NBC and FSB originate loans secured by commercial real
estate, one-to-four family residential properties, and
multi-family dwelling units (5 or more units). At
December 31, 1995, these loans totaled $212 million or
approximately 60% of the loan portfolio.
NBC and FSB originate commercial real estate loans up
to 80% of the appraised value. Currently, it is the
philosophy to originate these loans only to selected
known borrowers and on properties in the market area.
Of primary concern in commercial real estate lending is
the borrower's credit worthiness and the feasibility and
cash flow potential of the project. To monitor cash
flows of borrowers, annual financial statements are
obtained from the borrower and loan guarantors, if any.
Although many banks have had significant losses in
commercial real estate lending, NBC and FSB have
sustained few losses, and those losses were not
significant relative to the size of the entire
commercial real estate loan portfolio at the time.
NBC and FSB originate loans secured by first and junior
liens on one-to-four family residences in their lending
areas. Typically, such loans are single family homes
that serve as the primary residence of the borrower.
Generally, these loans are originated in amounts up to
80% of the appraised value or selling price of the
property. In the past, very few losses from these types
of loans have been experienced.
Loans for multi-family (5 or more) residential
properties are generally secured by apartment buildings.
Loans secured by income properties are generally larger
and involve greater risk than residential loans because
payments are often dependent on the successful operation
or management of the properties. As a result, these
types of loans may be more sensitive to adverse
conditions in the real estate market or the economy.
Cash flow and financial statements are obtained from the
borrowers and any guarantors. Also, rent rolls are
often obtained.
Consumer and Other Loans
NBC and FSB offer consumer loans in the form of home
improvement loans, mobile home loans, automobile loans
and unsecured personal loans. These loans totalled $83
million or 24% of total loans at December 31, 1995.
Consumer loans are originated in order to provide a wide
range of financial services to customers and because the
terms and normally higher interest rates on such loans
help maintain a profitable spread between the average
loan yield and the cost of funds.
In connection with consumer loan applications, the
borrower's income statement and credit bureau report
are reviewed. In addition, the relationship of the loan
to the value of the collateral is considered. All
automobile loan applications are reviewed, as well as
the value of the unit which secured the loan.
NBC and FSB intend to continue to emphasize the
origination of consumer loans. Management believes that
its loan loss experience in connection with its consumer
loan portfolio is favorable in comparison to industry
averages.
NBC and FSB make commercial business loans on both a
secured and unsecured basis with terms which generally
do not exceed five years. Nonreal estate commercial
loans primarily consist of short-term loans for working
capital purposes, inventories, seasonal loans, lines of
credit and equipment loans. A personal guaranty of
payment by the principals of any borrowing entity is
often required and the financial statements and income
tax returns of the entity and its guarantors are
reviewed. At December 31, 1995, NBC and FSB's
commercial business loans represented approximately 13%
of its total loan portfolio.
D. For the year 1996, losses for all loan categories, as a
percentage of average loans, are expected to approximate
that of 1995.
V. Deposits
($ In Thousands)
1995 1994 1993
_____________ _____________ _____________
Amount Rate Amount Rate Amount Rate
________ ____ ________ ____ ________ ____
A. Average deposits
Domestic:
Noninterest-
bearing
deposits $ 69,058 - $ 65,010 - $ 49,718 -
Interest-
bearing demand
deposits (1) 156,657 3.1% 141,988 2.3% 108,167 2.5%
Savings deposits 32,122 2.5% 30,717 2.5% 27,862 2.8%
Time deposits 233,672 5.3% 213,295 4.0% 196,702 3.7%
Foreign N/A N/A N/A
________ ________ ________
Total $491,509 $451,010 $382,449
======== ======== ========
(1) Includes Money Market accounts
B. Other categories
None
C. Foreign deposits
Not material
D. Time certificate of deposit of $100,000 or more and
maturities at December 31, 1995:
(In
Thousands)
3 Months 6 Months
3 Months Through Through Over
Total Or Less 6 Months 12 Months 12 Months
_______ ________ __________ _________ _________
Time
certificates
of deposit
of $100,000
or more $67,526 $ 33,304 $ 11,212 $ 17,212 $ 5,798
======= ======== ========== ========= =========
E. Foreign office time deposits of $100,000 or more
Not applicable
VI. Return on Equity and Assets
The following financial ratios are presented for analytical
purposes:
December 31,
________________
1995 1994 1993
____ ____ ____
Return on assets (net income divided by total
average assets) 1.4 1.4 1.4
Return on equity (net income divided by average
equity) 13.3 13.6 13.1
Dividend payout ratio (dividends per share
divided by net income per share) 36.9 34.4 33.1
Equity to asset ratio (average equity divided
by average total assets) 10.3 10.0 10.8
VII. Short-term borrowings
Treasury
Tax
Federal And
Funds Loan Note
Purchased Payable
___________ __________
Balance at December 31, 1994 $17,800,000 $1,473,792
Weighted average interest rate at
December 31, 1994 5.60% 4.90%
Maximum amount outstanding at any
month end for the year 1994 17,800,000 2,165,426
Average amount outstanding during
the year 1994 915,890 1,250,690
Weighted average interest rate
during the year 5.02% 3.60%
For 1995, the Company and its subsidiaries had no short-term
borrowings in excess of 30% of stockholders' equity.
VIII. Capital adequacy data
Total capital of the Company as a percentage of total adjusted
assets was as follows:
($ In Thousands)
December 31,
__________________
1995 1994
________ ________
Total assets $576,215 $545,405
Allowance for loan losses 6,419 5,719
________ ________
Total adjusted assets $582,634 $551,124
======== ========
Total stockholders' equity
(excluding unrealized loss) $ 59,366 $ 54,438
Allowance for loan losses 6,419 5,719
Other components of capital - -
________ ________
Total primary capital 65,785 60,157
Total secondary capital - -
________ ________
Total capital $ 65,785 $ 60,157
======== ========
Ratio of total capital to total
adjusted assets 11.3 10.9
Tier 1 and total capital as a percentage of "risk-weighted"
assets at December 31, 1995 and 1994, are as follows:
December 31,
______________
1995 1994
______ ______
Tier 1 capital percentage 15.4% 14.8%
Total capital percentage 16.6% 16.1%
The Company's capital ratios exceed the minimum capital
requirements at December 31, 1995, and management expects
this to continue.
IX. Interest Sensitivity Analysis
The following table reflects the year-end position of the
Company's interest-earning assets and interest-bearing
liabilities which can either reprice or mature within the
designated time period. The interest rate sensitivity gaps
can vary from day-to-day and are not necessarily a
reflection of the future. In addition, certain assets and
liabilities within the same designated time period may
nonetheless reprice at different times and at different
levels.
($ In Thousands)
December 31, 1995
_______________________________________
Interest Sensitive Within (Cumulative)
_______________________________________
Total of
Interest-
Within Within Within Earning
3 Months 12 Months 5 Years Assets
________ _________ ________ ________
Interest-earning assets:
Loans $179,148 $ 244,360 $331,979 $351,067
Investment and mortgage-
backed securities 15,515 45,875 147,697 179,343
Federal funds sold and
other 4,401 4,401 4,401 4,401
________ _________ ________ ________
Totals $199,064 $ 294,636 $484,077 $534,811
======== ========= ======== ========
Interest-bearing
liabilities:
Deposits and
borrowed funds $208,841 $ 323,937 $436,012 $436,448
======== ========= ======== ========
Sensitivity gap:
Dollar amount $ (9,777) $ (29,301) $ 48,065
Percent of total
interest-earning
assets (4.9%) (10.0%) 9.9%
The matching of assets and liabilities may be analyzed by
examining the extent to which such assets and liabilities
are "interest rate sensitive" and by monitoring an
institution's interest rate sensitivity "gap". An asset or
liability is said to be interest rate sensitive within a
specific time period if it will mature or reprice within
that time period. The interest rate sensitivity gap is
defined as the difference between the amount of interest-
earning assets anticipated, based upon certain assumptions,
to mature or reprice within that time period. A gap is
considered positive when the amount of interest rate
sensitive assets maturing within a specific time frame
exceeds the amount of interest rate sensitive liabilities
maturing within that same time frame. During a period of
falling interest rates, a negative gap would tend to result
in an increase in net interest income while a positive gap
would tend to adversely affect net interest income. In a
rising interest rate environment, an institution with a
positive gap would generally be expected, absent the
effects of other factors, to experience a greater increase
in the yield of its assets relative to the costs of its
liabilities and thus an increase in the institution's net
interest income would result whereas an institution with a
negative gap could experience the opposite results.
At December 31, 1995, total interest-earning assets
maturing or repricing within one year was less than
interest-bearing liabilities maturing or repricing within
the same time period by $29 million (cumulative),
representing a negative cumulative one year gap of 10% of
earning assets. Management of the Company believes this is
the proper position in the current interest rate
environment.
Banking regulators have recently issued advisories
concerning the management of interest rate risk (IRR). The
regulators consider that effective interest rate management
is an essential component of safe and sound banking
practices. To monitor its IRR, the Company's risk
management practices include (a) Risk Management, (b) Risk
Monitoring and (c) Risk Control.
Risk Management consists of a system in which a measurement
is taken of the amount of earnings at risk when interest
rates change. The Company does this by first preparing a
"base strategy" which is the position of the bank and its
forecasted earnings based upon the current interest rate
environment or, most likely, interest rate environment.
The IRR is then measured based upon hypothetical changes in
interest rates by measuring the impact such a change will
have on the "base strategy."
Risk monitoring consists of evaluating the "base strategy"
and the assumptions used in its development based upon the
current interest rate environment. This evaluation is
performed quarterly by management or more often in a
rapidly changing interest rate situation and monitored by
an Asset/Liability Management Committee.
Risk control is utilized based upon the setting of
guidelines as to the tolerance for interest rate exposure.
These guidelines are set by senior management and approved
by the board of directors.
ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The information contained on Pages 28 and 29 of the Company's
1995 annual report to shareholders is incorporated herein by
reference in response to this item and included in this report as
Exhibit 13.c.
ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The consolidated financial statements of the Company,
together with the report thereon of T. E. Lott & Company,
independent accountants, are set forth on Pages 9 - 27 of the
Company's 1995 annual report to shareholders which is
incorporated herein by reference and included in this report as
Exhibit 13.d.
ITEM 9 - DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Not applicable.
PART III
ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
Reference is made to the material under the captions,
"Election of Directors", "Executive Compensation and Other
Information," of the Company's proxy statement which is
incorporated herein by reference.
ITEM 11 - EXECUTIVE COMPENSATION
Reference is made to the caption, "Executive Compensation and
Other Information" Pages 8 - 14 of the proxy statement which is
incorporated herein by reference.
ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
Reference is made to Pages 2 - 8 of the Company's proxy
statement which is incorporated herein by reference.
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Reference is made to Pages 13 - 14, "Other Information" of
the Company's proxy statement which is incorporated herein by
reference.
PART IV
ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K
(a) Documents filed as part of this report:
1. Financial Statements
The consolidated financial statements for the years ended
December 31, 1995 and 1994, together with the report of
T. E. Lott & Company, independent accountants, dated
January 17, 1996, appearing on Pages 9 - 27 of the 1995
annual report to shareholders, are attached as Exhibit
13.d. to this Form 10K Annual Report.
2. Financial Statement Schedules
Schedules not included have been omitted because they are
not applicable or the required information is shown in
the financial statements or notes thereto.
3. Exhibits:
1. - 2. None
3. Articles of Incorporation and By-Laws:
(Reference is made to Exhibits 3.1 and 3.2 of
the Company's Registration Statement on Form S-
14 filed on April 5, 1984, with the Securities
and Exchange Commission.)
4. - 9. None
10.1 Acquisition agreement between National Bank of
Commerce of Mississippi and Bank of
Philadelphia filed as an exhibit to Form 8K in
October, 1990.
Purchase agreement between NBC Capital
Corporation and Charter Holding Company, Inc.
filed as an exhibit to Form 8K in August, 1993.
11. - 12. None
13. Annual report to shareholders - deemed filed
herewith only to the extent it is incorporated
elsewhere herein.
13.a. Market for Company's common stock - Page 30 of
the annual report to stockholders.
13.b. Selected Financial Data - Page 30 of the annual
report to stockholders.
13.c. Management's discussion and analysis of
financial condition and results of operations -
Pages 28 - 29 of the annual report to
stockholders.
13.d. Consolidated financial statements - Pages 9 -
27 of the annual report to stockholders.
14. - 21. None
22. Subsidiaries of Company
(b) No reports on Form 8-K were filed during the quarter ended
December 31, 1995.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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
(Registrant)
S/L. F. Mallory, Jr.
By __________________________
L. F. Mallory, Jr.
Chairman, President and
Chief Executive Officer
S/Martha W. Taylor
By __________________________
Martha W. Taylor
Treasurer and Assistant
Secretary
(Chief Financial and
Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacity and on
the dates indicated.
S/Mark A. Abernathy S/Bobby Harper
____________________________ ___________________________
(Director) (Director)
S/Carl M. Holloway S/J. Nutie Dowdle
____________________________ ___________________________
(Director) (Director)
S/Clifton B. Fowler S/Allen B. Puckett, III
____________________________ ___________________________
(Director) (Director)
S/Edith D. Millsaps S/Thomas J. Prince
____________________________ ___________________________
(Director) (Director)
S/William Ward S/R. D. Miller
____________________________ ___________________________
(Director) (Director)
S/Sammy J. Smith S/L. F. Mallory, Jr.
____________________________ ___________________________
(Director) (Director)
S/Henry Weiss
____________________________
(Director)
Date: March 27, 1996