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 10, 2004 (May 9, 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 7. Financial Statements and Exhibits.
(c) Exhibits

 |  |  |  |  |  |  |
Exhibit Reference Number |  | Exhibit Description |
99.1 |  | Joint press release, dated May 9, 2004, issued by NCF and SunTrust
|
 |
ITEM 9 Regulation FD Disclosure.
On May 9, 2004, National Commerce Financial Corporation ("NCF") and SunTrust Banks, Inc. ("SunTrust") announced they had signed a definitive merger agreement. A copy of the joint press release announcing the merger is attached hereto as Exhibit 99.1 and is 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/ John M. Presley |
 | Name: John M. Presley Title: Chief Financial Officer |
Date: May 10, 2004
3
EXHIBIT INDEX

 |  |  |  |  |  |  |
Exhibit No |  | Description |
99.1 |  | Joint press release, dated May 9, 2004, issued by SunTrust and NCF. |
 |