In his first public comment on the subject, National Commerce Bancorp. chairman Thomas M. Garrott told shareholders that recent rumors that he would sell his company are "false."

"It appears that someone was attempting to preempt our regular strategic review process; however, any such effort would be unsuccessful because our employees, management, directors, and directors emeriti own 45% of the company," Mr. Garrott said in a letter to shareholders dated October 1998 that was reproduced in a report issued last week by Salomon Smith Barney.

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