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Previous: DUPONT E I DE NEMOURS & CO, 8-K, 1994-04-25 |
Next: FIRST NATIONAL DUAL SERIES TAX EXEMPT BOND TRUST SERIES 3, 485BPOS, 1994-04-25 |
<PAGE> 1
As filed with the Securities and Exchange Commission on April 25, 1994
Registration No. 33-_____
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_____________________
FIRST AMERICAN CORPORATION
(Exact name of registrant as specified in its charter)
Tennessee 62-0799975
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
FIRST AMERICAN CENTER
NASHVILLE, TENNESSEE 37237-0700
(615) 748-2000
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
FIRST AMERICAN CORPORATION
1991 EMPLOYEE STOCK INCENTIVE PLAN
(Full Title of Plan)
MARTIN E. SIMMONS, ESQ.
EXECUTIVE VICE-PRESIDENT-ADMINISTRATION, SECRETARY
AND GENERAL COUNSEL
FIRST AMERICAN CORPORATION
FIRST AMERICAN CENTER
NASHVILLE, TENNESSEE 37237-0700
(615) 748-2000
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Proposed Maximum Proposed Maximum
Securities Amount to be Offering Aggregate Amount of
to be Registered Registered Price Unit (1) Offering Price (1) Registration Fee (1)
<S> <C> <C> <C> <C>
Common Stock, par 1,250,000 shares $30.13 $37,662,500 $12,987.07
value $5 share
</TABLE>
(1) Estimated solely for the purpose of determining the amount of the
registration fee. Such estimates have been calculated in accordance
with Rule 457(h) under the Securities Act of 1933, as amended, and are
based upon the average of the high and low prices per share of the
Registrant's Common Stock as reported on the National Association of
Securities Dealers Automated Quotation National Market System on April
19, 1994.
<PAGE> 2
REGISTRATION OF ADDITIONAL SECURITIES
This Registration Statement is filed pursuant to General Instruction E
of Form S-8 for the purpose of registering additional shares of common stock,
$5.00 par value, therein of First American Corporation, a Tennessee
corporation (the "Company"), for the First American Corporation 1991 Employee
Stock Incentive Plan.
INCORPORATION BY REFERENCE
OF EARLIER REGISTRATION STATEMENTS
The following documents, heretofore filed by the Company with the
Securities and Exchange Commission, are hereby incorporated by reference
herein:
The Company's Registration Statement on Form S-8 filed November 29,
1991 (Registration File No. 33-44286).
ITEM 8. EXHIBITS
EXHIBIT DESCRIPTION
- ------- -----------
NUMBER
- ------
5 - Opinion of Counsel, including Counsel's consent, concerning
additional securities registered hereunder.
23.1 - Consent of KPMG Peat Marwick
23.2 - Consent of Martin E. Simmons (included in Exhibit 5)
II-2
<PAGE> 3
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8, and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Nashville, Tennessee on April 21, 1994.
FIRST AMERICAN CORPORATION
(Registrant)
By: /s/ Dennis C. Bottorff
------------------------
Dennis C. Bottorff
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<S> <C> <C>
/s/ Dennis C. Bottorff President and Chief Executive April 21, 1994
- ---------------------------------- Officer and Director
Dennis C. Bottorff
/s/ Dale W. Polley Vice Chairman, Principal April 21, 1994
- ---------------------------------- Financial Officer and Director
Dale W. Polley
/s/ Marvin J. Vannatta, Jr. Senior Vice President, April 21, 1994
- ---------------------------------- Principal Accounting Officer
Marvin J. Vannatta, Jr. and Controller
/s/ Robert A. McCabe, Jr. Vice Chairman, President- April 21, 1994
- ---------------------------------- First American Enterprises and
Robert A. McCabe, Jr. Director
/s/ Samuel E. Beall Director April 21, 1994
- ----------------------------------
Samuel E. Beall
/s/ Earnest W. Deavenport, Jr. Director April 21, 1994
- ----------------------------------
Earnest W. Deavenport, Jr.
/s/ Reginald D. Dickson Director April 21, 1994
- ----------------------------------
Reginald D. Dickson
</TABLE>
II-3
<PAGE> 4
<TABLE>
<S> <C> <C>
/s/ T. Scott Fillebrown, Jr. Director April 21, 1994
- -----------------------------------
T. Scott Fillebrown, Jr.
Director
- ----------------------------------
James A. Haslam
/s/ Martha R. Ingram Director April 21, 1994
- -----------------------------------
Martha R. Ingram
/s/ Walter G. Knestrick Director April 21, 1994
- -----------------------------------
Walter G. Knestrick
/s/ Gene C. Koonce Director April 21, 1994
- ------------------------------------
Gene C. Koonce
/s/ James R. Martin Director April 21, 1994
- -------------------------------------
James R. Martin
/s/ William O. McCoy Director April 21, 1994
- -------------------------------------
William O. McCoy
/s/ Roscoe R. Robinson Director April 21, 1994
- -------------------------------------
Roscoe R. Robinson
/s/ James F. Smith, Jr. Director April 21, 1994
- -------------------------------------
James F. Smith, Jr.
/s/ Cal Turner, Jr. Director April 21, 1994
- -------------------------------------
Cal Turner, Jr.
/s/ David K. Wilson Director April 21, 1994
- -------------------------------------
David K. Wilson
/s/ Toby S. Wilt Director April 21, 1994
- --------------------------------------
Toby S. Wilt
/s/ William S. Wire, II Director April 21, 1994
- -------------------------------------
William S. Wire, II
</TABLE>
II-4
<PAGE> 5
EXHIBIT INDEX
<TABLE>
<CAPTION>
INDEX PAGE NO.
--------
NUMBER DESCRIPTION
------ -----------
<S> <C> <C>
5 . . . . Opinion of Counsel, including Counsel's consent, concerning II-7
additional securities registered hereunder.
23.1 . . Consent of KPMG Peat Marwick. II-9
23.2 . . Consent of Martin E. Simmons (included in Exhibit 5). II-10
</TABLE>
II-5
<PAGE> 1
EXHIBIT 5
II-6
<PAGE> 2
EXHIBIT 5
April 21, 1994
First American Corporation
First American Center
Nashville, Tennessee 37237
Ladies and Gentlemen:
As Executive Vice President-Administration, General Counsel and Secretary of
First American Corporation, a Tennessee corporation (the "Company"), I have
acted as counsel in the preparation of a Registration Statement on Form S-8
(the "Registration Statement") relating to the Company's First American
Corporation 1991 Employee Stock Incentive Plan (the "Plan") filed by the
Company with the Securities and Exchange Commission for the registration under
the Securities Act of 1933, as amended, of an additional 1,250,000 shares of
Common Stock, par value of $5.00 per share, of the Company ("Common Stock") to
be issuable pursuant to the Plan.
In so acting, I have examined and relied upon with such documents, corporate
records and other instruments as I have deemed necessary for the purposes of
this opinion, including the Plan, the corporate proceedings of First American
taken to adopt this amendment to the Plan, and the Registration Statement and I
have assumed the genuineness of all signatures, the authenticity of all
documents submitted to me as originals, and the conformity to original
documents of all documents submitted to me as certified or photostatic copies.
Based on the foregoing, I am of the opinion that when certificates for such
shares of Common Stock have been duly executed, countersigned and registered by
a Transfer Agent of First American and paid for in accordance with applicable
law and delivered in accordance with the terms of the Plan, such shares of
Common Stock will be duly authorized, validly issued, fully paid and non-
assessable.
I hereby consent to the use of my opinion for filing as an exhibit to the
Registration Statement.
Very truly yours,
\s\Martin E. Simmons
Martin E. Simmons
MES/MPD/cwh
II-7
<PAGE> 1
EXHIBIT 23.1
II-8
<PAGE> 2
EXHIBIT 23.1
ACCOUNTANTS' CONSENT
The Board of Directors
First American Corporation:
We consent to the incorporation by reference in the registration statement
filed under Form S-8 for the First American Corporation 1991 Employee Stock
Incentive Plan of our report dated January 21, 1994 relating to the
consolidated balance sheets of First American Corporation and subsidiaries as
of December 31, 1993 and 1992, and the related consolidated statements of
income, changes in shareholders' equity, and cash flows for each of the years
in the three-year period ended December 31, 1993, which report appears in the
December 31, 1993 annual report on Form 10-K of First American Corporation.
Our report refers to changes in accounting principles related to the adoption
in 1993 of the provisions of the Financial Accounting Standards Board's
Statements of Financial Accounting Standards No. 109, Accounting for Income
Taxes; No. 106, Employers' Accounting for Postretirement Benefits Other Than
Pensions; No. 112, Employers' Accounting for Postemployment Benefits; and No.
115, Accounting for Certain Investments in Debt and Equity Securities.
/s/ KPMG Peat Marwick
---------------------
KPMG Peat Marwick
Nashville, Tennessee
April 21, 1994
II-9
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