<PAGE>
As filed with the Securities and Exchange Commission on January 21, 2000
Registration No. 333-74467
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SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
Amendment No. 4 to
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
______________________
FIRST HORIZON ASSET SECURITIES INC.
(Exact name of registrant as specified in its charter)
Delaware 75-2808384
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4000 Horizon Way
Irving, Texas 75063
(214) 441-4000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
______________________
James B. Witherow
4000 Horizon Way
Irving, Texas 75063
(214) 441-4000
(Name, address, including zip code, and telephone number
including area code, of agent for service)
______________________
The Commission is requested to send copies of all communication to:
<TABLE>
<S> <C> <C>
David Barbour Clyde A. Billings, Jr. John Arnholz
Andrews & Kurth L.L.P. Vice President and Counsel Brown & Wood LLP
1717 Main Street First Tennessee National Corporation 1666 K Street, N.W.
Suite 3700 165 Madison Avenue Washington, DC 20006
Dallas, Texas 75201 Memphis, Tennessee 38103 (202) 533-1300
(214) 659-4400 (901) 523-5679
</TABLE>
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement, as determined
by market conditions.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
reinvestment plans, please check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration for the same
offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
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<CAPTION>
CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum Amount of
Title of each class of securities to Amount to be offering price aggregate registration
be registered registered(1) per unit(2) offering price(2) fee(2)
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Mortgage Pass-Through Certificates $1,500,000,000 100% $1,500,000,000 $396,000.00
=======================================================================================================================
</TABLE>
(1) This Registration Statement relates to the offering from time to time of up
to $1,500,000,000 aggregate principal amount of Mortgage Pass-Through
Certificates and to any resales of them in market making transactions by
First Tennessee Capital Markets, an affiliate of the Registrant, to the
extent required.
(2) Estimated for the purpose of calculating the registration fee pursuant to
Rule 457(o). The registrant has previously paid a registration fee of
$396,000.00 in connection with this filing.
_________________________________
The registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission acting pursuant to said Section 8(a),
may determine.
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EXPLANATORY NOTE
The registrant is filing this Amendment No. 4 to Registration Statement on
Form S-3 solely for the purpose of completing the table of estimated fees and
expenses set forth in Item 14 of Part II.
-2-
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 14. Other Expenses of Issuance and Distribution
Set forth below is an estimate of the amount of fees and expenses to be
incurred in connection with the issuance and distribution of the securities
offered hereby, other than underwriting discounts and commissions.
SEC Registration Fee.................................... $ 396,000.00
Printing and Engraving Expenses......................... 150,000.00
Accounting Fees and Expenses............................ 300,000.00
Legal Fees and Expenses................................. 500,000.00
Trustee Fees and Expenses............................... 100,000.00
Rating Agency Fees...................................... 750,000.00
Miscellaneous........................................... 200,000.00
-------------
Total......................................... $2,396,000.00
=============
Item 15. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law, as amended, provides
that a corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that he is or was a director, officer, employee or agent of the
corporation or is or was serving at its request in such capacity in another
corporation or business association, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.
As permitted by Section 102(b)(7) of the Delaware General Corporation Law,
as amended, the Registrant's Certificate of Incorporation provides that a
director of the Registrant shall not be personally liable to the Registrant or
its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the Delaware General Corporation Law, or ( iv)
for any transaction from which the director derived an improper personal
benefit.
The Registrant's Certificate of Incorporation and Bylaws provide that the
Registrant will indemnify each person who is or was a director or officer of the
Registrant to the maximum extent permitted from time to time by law.
First Tennessee National Corporation, the indirect parent of First Horizon
Asset Securities Inc., provides insurance from commercial carriers against
certain liabilities incurred by its officers and directors and by the officers
and directors of certain of its subsidiaries and other affiliated corporations.
See Item 17(c) below.
II-1
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Item 16. Exhibits.
Exhibit No.
-----------
1.1 Form of Underwriting Agreement****
3.1 Certificate of Incorporation*
3.2 Bylaws*
4.1 Form of Pooling and Servicing Agreement**
5.1 Opinion of Andrews & Kurth L.L.P. regarding legality of the
Certificates**
8.1 Opinion of Andrews & Kurth L.L.P., regarding certain tax matters***
23.1 Consents of Andrews & Kurth L.L.P. (contained in their opinions
filed as Exhibits 5.1 and 8.1 to this Registration Statement)
24.1 Powers of Attorney (included on Page II-4)*
______________
* Previously filed with the Commission on March 16, 1999 as an Exhibit to the
Registrant's Registration Statement on Form S-3 (No. 333-74467)
** Previously filed with the Commission on May 20, 1999 as an Exhibit to
Amendment No. 1 to the Registrant's Registration Statement on Form S-3 (No. 333-
74467)
*** Previously filed with the Commission on July 16, 1999 as an Exhibit to
Amendment No. 2 to the Registrant's Registration Statement on Form S-3 (No.
333-74467)
****Previously filed with the Commission on December 20, 1999 as an Exhibit to
Amendment No. 3 to the Registrant's Registration Statement on Form S-3 (No.
333-74467).
Item 17. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made of the securities registered hereby, a post-effective amendment
to this registration statement:
(i) to include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events
arising after the effective date of this registration statement
(or the most recent post-effective amendment hereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in this registration statement; and
(iii) to include any material information with respect to
the plan of distribution not previously disclosed in this
registration statement or any material change to such information
in this registration statement.
Provided, however, that the undertakings set forth in clauses (i) and (ii)
above do not apply if the information required to be included in a post-
effective amendment by those clauses is contained in periodic reports filed
with or furnished to the Commission by the registrant pursuant to Section
13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described under Item 15
above, or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
II-2
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that (i) it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and (ii) it reasonably believes that the
security rating requirement of Transaction Requirement B.5 of Form S-3 will be
met by the time of sale of each series of certificates to which this Amendment
No. 4 to the Registration Statement relates and has duly caused this Amendment
No. 4 to Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Irving, State of Texas, on the 21st
day of January, 2000.
FIRST HORIZON ASSET SECURITIES INC.
By: /s/ James B. Witherow
--------------------------------------
James B. Witherow, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment No. 4 to Registration Statement has been signed by the following
persons in the capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
President
/s/ James B. Witherow Chief Executive Officer and Director January 21, 2000
- --------------------------------------- (Principal Executive Officer)
James B. Witherow
Gary B. Klinger* Chief Financial Officer and January 21, 2000
- --------------------------------------- Treasurer
Gary B. Klinger (Principal Financial Officer and
Principal Accounting Officer)
J. Kenneth Glass* Director January 21, 2000
- ---------------------------------------
J. Kenneth Glass
Thomas J. Wageman* Director January 21, 2000
- ---------------------------------------
Thomas J. Wageman
</TABLE>
*By: /s/ James B. Witherow
-----------------------------------
James B. Witherow
Attorney-in-fact
II-3
<PAGE>
INDEX TO EXHIBITS
Exhibit No.
-----------
1.1 Form of Underwriting Agreement****
3.1 Certificate of Incorporation*
3.2 Bylaws*
4.1 Form of Pooling and Servicing Agreement**
5.1 Opinion of Andrews & Kurth L.L.P. regarding legality of the
Certificates**
8.1 Opinion of Andrews & Kurth L.L.P., regarding certain tax matters***
23.1 Consents of Andrews & Kurth L.L.P. (contained in their opinions filed
as Exhibits 5.1 and 8.1 to this Registration Statement)
24.1 Powers of Attorney (included on Page II-4)*
______________
* Previously filed with the Commission on March 16, 1999 as an Exhibit to the
Registrant's Registration Statement on Form S-3 (No. 333-74467)
** Previously filed with the Commission on May 20, 1999 as an Exhibit to
Amendment No. 1 to the Registrant's Registration Statement on Form S-3 (No. 333-
74467)
*** Previously filed with the Commission on July 16, 1999 as an Exhibit to
Amendment No. 2 to the Registrant's Registration Statement on Form S-3 (No.
333-74467)
**** Previously filed with the Commission on December 20, 1999 as an Exhibit to
Amendment No. 3 to the Registrant's Registration Statement on Form S-3 (No.
333-74467).
