<PAGE> 1
As filed with the Securities and Exchange Commission on January 20, 1995
Registration No. 33-_____
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-3
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)
MARTIN E. SIMMONS, ESQ.
EXECUTIVE VICE-PRESIDENT - ADMINISTRATION, SECRETARY
AND GENERAL COUNSEL
FIRST AMERICAN CORPORATION
FIRST AMERICAN CENTER
NASHVILLE, TENNESSEE 37237-0606
(615) 748-2049
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
Approximate date of commencement of proposed sale to public: As soon
as possible after the effective date of the Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [X]
If any of the securities being registered on this Form are to be offered on
a delayed or a continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
reinvestment plans, check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================================================================================================
Title of each class of Amount to be Proposed Proposed Amount of
Securities to be Registered Maximum Maximum Registration
Registered Offering Aggregate Fee
Price Unit Offering Price
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par 1,000,000 $29.00 (2) $290,000,000 (2) $10,000.00
value $5 share
=========================================================================================================
</TABLE>
(1) The First American Corporation Dividend Reinvestment and Stock Purchase
Plan described in the Prospectus covers 2,450,000 shares of common stock of the
registrant. Of such shares, 200,000 were registered on Form S-16 (File No.
2-65906) filed on November 9, 1979, 250,000 shares were registered on Form S-3
(File no. 2-89396) filed on February 10, 1984, and 1,000,000 shares were
registered on Form S-3 (Registration No. 33-5497) filed on June 2, 1986; thus
only 1,000,000 shares are included in this registration statement.
(2) 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 January 18, 1995.
<PAGE> 2
[LOGO]
- --------------------------------------------------------------------------------
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
1,000,000 SHARES OF COMMON STOCK
($5.00 PAR VALUE)
---------------------
TO THE SHAREHOLDERS OF FIRST AMERICAN CORPORATION:
We are pleased to send you this Prospectus describing our revised Dividend
Reinvestment and Stock Purchase Plan (the "Plan"). The Plan offers our
shareholders the opportunity to purchase additional shares of the Common Stock
($5 par value) of First American Corporation (the "Company"). No brokerage
commissions, fees or service charges will be paid by Participants for purchases
made under the Plan. In addition, purchases under the Plan by means of
reinvested dividends will be made at a 5% discount from market value as provided
in the Plan.
Dividends will be reinvested on a quarterly basis as declared and paid by
the Company. Shares may also be purchased with optional cash payments made at
any time. Such optional payments (which may be not less than $25 per payment and
may not total more than $15,000 per calendar quarter) will be applied to make
purchases on the first business day of each month, or twelve investment days
each year. On January 18, 1995, the closing sale price of the Common Stock as
reported on the NASDAQ National Market system was $29.00.
You may enroll in the Plan by completing the enclosed Authorization Card
and returning it to First American Trust Company, N.A., the Plan Administrator.
Shareholders already enrolled in the Company's Plan will continue in the Plan
unless they notify the Plan Administrator in writing that they wish to withdraw
from participation.
If you do not wish to participate in the Plan, you will continue to receive
your dividends, if and when declared, by check.
Sincerely,
/s/ Dennis C. Bottorff
Dennis C. Bottorff,
Chairman and Chief Executive Officer
---------------------
This Prospectus relates to 1,000,000 shares of Common Stock of the Company
registered for sale under the Plan. It is suggested that this Prospectus be
retained for future reference.
---------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
---------------------
THE DATE OF THIS PROSPECTUS IS JANUARY 20, 1995
<PAGE> 3
STATEMENT OF AVAILABLE INFORMATION
The Company's principal executive offices are located at First American
Center, Nashville, Tennessee 37237 and its telephone number is (615) 748-2000.
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 and in accordance therewith files reports, including proxy
statements, and other information with the Commission. These reports and other
information filed by the Company can be inspected and copied at the public
reference facilities maintained by the Commission, 450 Fifth Street, N.W.,
Washington, D.C., 20549, and at regional offices of the Commission located at
Suite 1400, Northwestern Atrium Center, 500 West Madison Street, Chicago,
Illinois 60661 and 75 Park Place, New York, New York 10007. Copies of such
material can also be obtained from the Public Reference Section of the
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
There are hereby incorporated by reference into this Prospectus and made a
part hereof the following documents of the Company filed with the Securities and
Exchange Commission (the "Commission"):
(1) the Company's Annual Report on Form 10-K for the year ended
December 31, 1993.
(2) the Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1994, June 30, 1994 and September 30, 1994.
(3) the Company's Registration Statement on Form 8-A, as amended by
amendments dated January 31, 1983, November 29, 1985 and May 13, 1986,
relating to the Common Stock.
(4) the Company's Registration Statement on Form 8-A dated January 10,
1989 relating to the Series A Junior Preferred Stock Purchase Rights.
(5) the Company's Registration Statement on Form S-3 dated July 17,
1992, Registration No. 33-49768, as amended by amendments dated August 21,
1992, August 31, 1992 and September 23, 1992.
All reports and any definitive proxy or information statements filed by the
Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after
the date of this Prospectus and prior to the termination of the offering of the
Common Stock offered hereby shall be deemed to be incorporated by reference into
this Prospectus and to be a part hereof from the day of filing such documents.
Any statement contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which is also incorporated or deemed incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
This Prospectus incorporates documents by reference which are not presented
herein or delivered herewith. First American will provide without charge to each
person to whom this Prospectus has been delivered, upon the written or oral
request of such person, a copy of any and all of the documents referred to above
which have been or may be incorporated into this Prospectus and deemed to be
part hereof,
2
<PAGE> 4
other than exhibits to such documents, unless such exhibits are specifically
incorporated by reference. These documents are available upon request from
Martin E. Simmons, Executive Vice President -- Administration, Secretary and
General Counsel, First American Corporation, 606 First American Center,
Nashville, Tennessee 37237-0606 (telephone (615) 748-2049).
The following, in question and answer form, are the provisions of the Plan
of the Company. Those holders of the Company's Common Stock who do not wish to
participate in the Plan will continue to receive cash dividends, if and when
declared, by check. A CURRENT PARTICIPANT IN THE PLAN NEED TAKE NO FURTHER
ACTION TO CONTINUE PARTICIPATION IN THE PLAN.
PURPOSE
1. What is the purpose of the Plan? The purpose of the Plan is to provide
owners of the Company's Common Stock with an attractive way of investing (1)
cash dividends at a price equal to a 5% discount from market value and (ii)
optional cash payments at market value, in shares of Common Stock, in both cases
without payment of any brokerage commission, service charge or other expense by
Participants. Since the Plan provides that the Company may elect to sell
original issue shares of Common Stock to Participants, the Company may,
depending on whether or not it chooses to sell original issue shares, receive
additional funds for its general corporate purposes. Alternatively, if the
Company does not desire to increase the number of shares of Common Stock
outstanding, the Plan provides that the Company may make open market purchases
of shares of Common Stock for the accounts of Participants, and, in the case of
dividend reinvestments, the Company will contribute 5% of the purchase price of
such shares. Whether the Company sells original issued shares or makes open
market purchases is at its complete discretion, subject to the availability of a
sufficient number of authorized but unissued shares of Common Stock.
ADVANTAGES
2. What are the advantages of the Plan? Participants in the Plan may:
- Invest dividends on all or less than all shares of the Company's Common
Stock registered in their names without any charges for brokerage
commissions or recordkeeping.
- Invest additional cash, up to specified limits, in Common Stock of the
Company at the average market price without any charges for brokerage
commissions or fees.
- Invest dividends at a 5% discount from the average market price of the
Common Stock.
- Invest the full amount of dividends since the Plan permits fractional
interests in the shares of Common Stock held in the Plan.
- Avoid cumbersome safekeeping requirements and recordkeeping costs through
the free custodial service and reporting provisions of the Plan.
PARTICIPATION
3. Who is eligible to participate? All holders of the Company's Common
Stock whose shares are registered in their own names are eligible to participate
in the Plan. Shareholders may participate with respect to less than all of their
shares, in which case they should enter the number of shares as to which they
wish to participate on the Authorization Card. SHAREHOLDERS PRESENTLY
PARTICIPATING IN THE COMPANY'S PLAN NEED TAKE NO FURTHER ACTION TO CONTINUE
THEIR PARTICIPATION, BUT MAY ELECT TO DISCONTINUE THEIR PARTICIPATION. (SEE
QUESTION 21).
4. How does an eligible shareholder become a Participant? An eligible
shareholder may join in
3
<PAGE> 5
the Plan by signing the Authorization Card and returning it to the Plan
Administrator. A postage-paid envelope is provided for this purpose. An
Authorization Card is enclosed with this Prospectus and additional forms may be
obtained at any time by written request to First American Trust Company, N.A.,
First American Center, Nashville, Tennessee 37237-0801.
5. When may a shareholder join the Plan? An eligible shareholder may join
the Plan at any time.
If an Authorization Card specifying reinvestment of dividends is received
by the Plan Administrator five days before the record date established for
payment of a particular dividend, reinvestment will commence with that dividend
payment. If the Authorization Card is received less than five days before the
record date, the reinvestment of dividends through the Plan will begin with the
next succeeding dividend.
The Dividend Record Date for determining shareholders who are entitled to
receive dividends normally precedes the Dividend Payment Date by one or two
weeks. (See Nos. 17 and 18 below for information concerning the investment of
optional cash payments).
6. What does the Authorization Card provide? The Authorization Card allows
the Participant to indicate the manner of participation in the Plan by checking
the appropriate box. The Participant may indicate whether he or she wishes to
reinvest dividends paid on all or some portion of the shares of the Company's
Common Stock registered in the Participant's name with the option of purchasing
shares of Common Stock with cash payments, or the Participant may participate in
the Plan by making optional cash payments only.
Dividends on all shares of Common Stock purchased for each Participant's
account under the Plan, whether through dividend reinvestment or optional cash
payments, will be automatically reinvested in additional shares of Common Stock.
7. What additional steps must a Participant take in order to invest
dividends received with respect to less than all of the shares of Common Stock
held in his name? In order to facilitate the recordkeeping required by the
Plan, shareholders wishing to invest only part of the dividends they receive may
be required to deliver the certificates representing shares to the Plan
Administrator. Separate certificates would then be issued, one for those shares,
the dividends on which are to be invested pursuant to the Plan and the other for
those shares as to which the shareholder will continue to receive dividends
directly.
8. May a Participant change the method of participation after
enrollment? If a Participant elects to participate only in the optional cash
payment feature but later decides to enroll in the dividend reinvestment
feature, an additional Authorization Card must be executed and returned to the
Plan Administrator (as described in Nos. 4 and 6 above). If a Participant elects
to participate through the reinvestment of dividends on all shares registered in
the Participant's name but later decides to participate with respect to only a
portion of the shares registered in the Participant's name or to participate in
the optional cash payment feature only, the Participant must notify the Plan
Administrator in writing to that effect, but such notification must be received
no later than 5 days before a particular Dividend Record Date in order to stop
the full reinvestment of the corresponding dividend. (See No. 21 below.)
ADMINISTRATION
9. Who administers the Plan for Participants? First American Trust Company,
N.A. (the "Plan Administrator") administers the Plan for Participants, arranges
for the custody of share certificates, keeps records, sends statement of account
to Participants and performs other duties relating to the Plan. Shares of Common
Stock purchased under the Plan will be held by the Plan Administrator and
registered in the name of a nominee as agent for the Participants in the Plan.
4
<PAGE> 6
COSTS
10. Are there any expenses to Participants in connection with purchases
under the Plan? No. Participants will incur no brokerage commissions or service
charges for the purchases made under the Plan. All costs of administration of
the Plan will be paid by the Company. (See No. 23 below concerning the
liquidation of fractional interests.)
PURCHASES
11. What will be the price of shares of Common Stock purchased under the
Plan? If the Company elects to sell original issue shares to Participants
making optional cash payments, the price at which shares of the Company's Common
Stock will be purchased will be the average of the closing sale price of the
last trade of the Company's Common Stock as reported on the NASDAQ National
Market System for the next preceding three business days in which trades of the
Company's Common Stock took place prior to the Investment Date (as defined in
No. 14 below). In the event that the Company elects to purchase shares in the
open market for Participants making optional cash purchases, such purchases will
be made at prevailing open market prices, and the price to each Participant will
be the average price of all shares purchased for a particular Investment Date.
(See No. 13 below).
In the case of automatic dividend reinvestments, if the Company elects to
sell original issue shares to Participants, the price at which shares of the
Company's Common Stock will be purchased for the account of Participants will be
95 percent of the average of the closing sale price of the Company's Common
Stock as reported on the NASDAQ National Market System for the next preceding
three business days in which trades of the Company's Common Stock took place
prior to the Dividend Payment Date. In the event that the Company elects to
purchase shares in the open market for the account of Participants for whom
dividends are being automatically reinvested, such purchases will be made at
prevailing open market prices, and the price to each Participants' account will
be 95 percent of the average price of all shares purchased for a particular
Dividend Payment Date.
No purchase of original issue shares may be made in the event that this
formula yields a price less than the par value of the Company's Common Stock ($5
par value).
12. How many shares of Common Stock will be purchased for Participants? If
you become a Participant in the Plan, the number of shares to be purchased
depends on the amount of your dividends, optional cash payments, or both, and
the market price of the Common Stock. Your account will be credited with that
number of shares, including fractions computed to four decimal places, equal to
the total amount invested, divided by the purchase price per share.
13. Will all shares of Common Stock purchased under the Plan be original
issue shares? The Company may sell original issue shares of its Common Stock
(subject to the availability of a sufficient number of authorized but unissued
shares) or may direct the Plan Administrator or an independent purchasing agent
of its choosing to purchase shares of its Common Stock on the open market for
the accounts of Plan Participants, subject to applicable regulatory
restrictions, but in either case otherwise at its complete discretion. In the
case of open market purchases made with automatically reinvested dividends, the
Company will contribute funds equal to 5 percent of the purchase price of the
shares so purchased.
14. If the Company elects to sell original issue shares to Participants,
when will shares of Common Stock be purchased under the Plan? On the first
business day of each month (the "Investment Date"), any optional payment which
has been received from the Participant at least five days prior to the
Investment Date will be applied to the purchase of additional shares of Common
Stock, and the Participant will become the owner of the shares so purchased on
the Investment Date. Cash dividends on shares of
5
<PAGE> 7
Common Stock will be applied to the purchase of additional shares of Common
Stock on Dividend Payment Dates and the Participants will become owners of the
shares so purchased for them on the Dividend Payment Dates.
15. If the Company elects to make open market purchases for the Plan, when
will shares of Common Stock be purchased? Shares will normally be purchased in
the open market within three business days of (a) the Investment Date, in the
case of optional cash purchases, and (b) the Dividend Payment Date, in the case
of automatically reinvested dividends, and in both cases subject to applicable
regulatory restrictions on such purchases. Participants will become the owners
of shares purchased for their account under the Plan upon settlement of such
purchases (normally one week after purchase date).
16. Will certificates be issued for shares of Common Stock under the
Plan? Unless requested by a Participant, certificates for shares of Common
Stock purchased under the Plan will not be issued. All shares purchased will be
held by a nominee of and for the benefit of Plan Participants. The number of
shares purchased for each Participant's account under the Plan will be shown on
a statement of account. This feature protects against loss, theft or destruction
of stock certificates.
Should you wish to do so, you may use the Plan to hold your shares for
safekeeping. This safekeeping feature is only available for certificates
representing shares that are being reinvested in the Plan. You may take
advantage of this safekeeping feature of the Plan by delivering certificate(s)
for shares being reinvested with a written request that the shares be held for
safekeeping. The certificate(s) and written request should be delivered to:
First American Trust Company, N.A., as Plan Administrator, or its duly appointed
successor, First American Center, Nashville, Tennessee 37237-0721. There is no
charge for the safekeeping service.
Certificates for any number of whole shares credited to each Participant's
account under the Plan will be issued without charge upon each Participant's
written request. (See No. 22 below for instructions on certificate issuance.) If
a Participant remains in the Plan, any remaining full shares and fractional
interests will continue to be credited to each Participant's account.
Shares credited to the account of a Participant under the Plan may not be
pledged as collateral security for a loan or other obligation of a Participant.
A Participant who wishes to pledge such shares must request that certificates
for such shares be issued in the Participant's name. Certificates representing
fractional interests will not be issued under any circumstances.
17. Who will be eligible to make optional cash payments? Shareholders of
the Company's Common Stock who have submitted a signed Authorization Card are
eligible to make optional cash payments at any time. The Company will apply any
optional cash payment received from a Participant five days before an Investment
Date to the purchase on the next Investment Date of shares of Common Stock for
the account of the Participant.
If a Participant only wants to make optional cash payments (and not
reinvest dividends on Common Stock), any optional cash payments received from
the Participant will be applied to the purchase of additional shares of Common
Stock for the Participant's account under the Plan. If an optional cash payment
is received less than 5 days before the next Investment Date, such cash payment
will be invested at the next succeeding Investment Date.
Any initial optional cash payment may be made by a Participant when
enrolling by enclosing a check or money order with the Authorization Card.
Checks or money orders should be made payable to "First American Trust Company,
N.A., First American Dividend Reinvestment Plan Administrator," and returned
along with the Authorization Card in the envelope provided. Thereafter,
6
<PAGE> 8
optional cash payments may be made at any time by sending them to First American
Trust Company, N.A., First American Center, Nashville, Tennessee 37237-0801.
Participants should include the Plan account number on the check or money order
and in any other correspondence with respect to the Plan. No interest will be
paid on optional cash payments. A Participant may obtain the return of any
optional cash payment at any time prior to 5 days before it is to be invested.
18. What are the limitations on making optional cash payments? The option
to make cash payments is available at any time. The same amount of money need
not be sent each month or quarter and Participants are under no obligation to
make an optional cash payment in any month or quarter. Any optional cash
payments made must not be less than $25 per payment nor may payments on behalf
of any owner aggregate more than $15,000 in any calendar quarter.
REPORTS TO PARTICIPANTS
19. What kind of reports will be sent to Participants in the Plan? As soon
as practicable after each purchase a Participant will receive a statement of
account, showing the total number of shares held in his or her account, the
amount invested, the number of shares purchased, the price per share and the
date of acquisition. In addition, each Participant will receive copies of the
Company's annual and quarterly reports to shareholders, proxy statements and
information for income tax reporting purposes.
DIVIDENDS
20. Will Participants be credited with dividends on shares held in their
accounts under the Plan? Yes. The Plan Administrator will receive dividends for
all shares held in the Plan on the Dividend Record Date, and will credit such
dividends to Participants' accounts on the basis of full shares and fractional
interests credited to those accounts. Such dividends will be automatically
reinvested in additional shares of Common Stock.
DISCONTINUATION OF DIVIDEND REINVESTMENT
21. How does a Participant discontinue the reinvestment of dividends under
the Plan? A Participant may discontinue the reinvestment of dividends under the
Plan on all or part of the shares with respect to which he or she originally
elected to participate in the Plan by notifying the Plan Administrator in
writing to that effect. To be effective for any given Dividend Payment Date,
notice of withdrawal must be received 5 days before the Dividend Record Date.
Any notice of withdrawal received less than 5 days prior to a Dividend Record
Date will not be effective until dividends paid for such record date have been
reinvested and the shares credited to the Participant's Plan account.
Options open to Participants who wish to discontinue participation are: (a)
total or partial withdrawal from the automatic dividend reinvestment feature,
while continuing to participate in the optional cash payment feature, or (b)
partial withdrawal from the automatic dividend reinvestment feature without
continuing to participate in the optional cash payment feature, or (c) complete
withdrawal from the Plan (dividend reinvestment and optional cash payments). In
the event that a Participant withdraws from the automatic dividend reinvestment
portion of the Plan without withdrawing from the optional cash payment feature,
dividends on shares which are held in the Participant's account will continue to
be reinvested until the Participant withdraws from both the automatic dividend
reinvestment and the optional cash payment features of the Plan.
WITHDRAWAL OF SHARES IN PLAN ACCOUNTS
22. How may a Participant withdraw shares? A shareholder may withdraw all
or a portion of the shares credited to his or her Plan account by
7
<PAGE> 9
notifying the Plan Administrator in writing to that effect and specifying in the
notice the number of shares to be withdrawn. This notice should be mailed to:
First American Trust Company, N.A., First American Center, Nashville, Tennessee
37237-0801. Certificates for whole shares of Common Stock so withdrawn will be
registered in the name of and issued to the Participant. In no case will
certificates representing fractional interests be issued. Any notice of
withdrawal received less than 5 days prior to a dividend record date will not be
effective until dividends paid for such record date have been reinvested and the
shares credited to the Participant's Plan account.
23. What happens to any fractional interest when a Participant withdraws
all shares from the Plan? In lieu of a certificate for any fractional interest,
a Participant will receive cash in an amount equal to the closing price per
share of the Common Stock on the date prior to the effective date of the
withdrawal multiplied by the fractional interest. The amount of cash for any
fractional interest together with certificates for whole shares will be mailed
directly to the withdrawing Participant by the Plan Administrator.
24. How may a Participant transfer shares held in his account under the
Plan? A Participant who wishes to transfer his or her shares held in his or her
account under the Plan must first withdraw those shares from the Plan, following
the procedure set out in No. 22 above. Upon receipt of certificates for such
shares, the Participant may transfer such shares exactly as he or she would any
other securities.
25. What happens when a Participant who is reinvesting the cash dividends
on all or part of the shares registered in the Participant's name sells or
transfers a portion of such shares? If a Participant who is reinvesting the
cash dividends on all or part of the shares of Common Stock registered in his or
her name disposes of a portion of those shares with respect to which he or she
is participating in the Plan, the Company will continue to reinvest the
dividends on the remainder of such shares. If a Participant disposes of all
shares of the Company's Common Stock registered in his or her name, the Plan
Administrator will, unless the Participant also withdraws all shares held in his
or her account under the Plan, continue to reinvest the dividends on the shares
held in his or her Plan account.
OTHER INFORMATION
26. What happens if the Company has a Common Stock rights offering, issues
a stock dividend or declares a stock split? Participation in any rights
offering will be based upon both the shares registered in Participants' names
and the shares (including fractional interests) credited to Participants' Plan
accounts. Any stock dividend or shares resulting from stock splits with respect
to full shares and fractional interests will be credited to Participants'
accounts.
27. How will a Participant's Plan shares be voted at a meeting of
shareholders? All shares of Common Stock credited to the Participant's account
under the Plan will be voted as the Participant directs. If on the record date
for a meeting of shareholders, there are shares credited to the Participant's
account under the Plan, the Participant will be sent the proxy materials for
such meeting. When the Participant returns in a timely fashion an executed
proxy, it will be voted with respect to all shares credited to the Participant.
All such shares also may be voted in person at shareholders' meetings.
28. What are the Federal income tax consequences of participation in the
Plan? One feature of the Plan is a 5% discount for purchases of Common Stock
from reinvested dividends. In the case of a plan which provides for purchases at
a discount from the fair market value of the shares, the Internal Revenue
Service has ruled that the "fair market value for tax purposes" of the shares as
of the Dividend Payment Date purchased by a participating shareholder with
reinvested distribu-
8
<PAGE> 10
tions -- as opposed to the price paid for the shares by the participating
shareholders -- constitutes the amount of the distribution for federal income
tax purposes. The "fair market value for tax purposes" of the shares is the
closing sale price of the shares as reported on the NASDAQ National Market
System for the Dividend Payment Date. If the shares are not traded on the
Dividend Payment Date, their "fair market value for tax purposes" is the
weighted average (or, if the Dividend Payment Date is Saturday or Sunday and the
shares are traded on both the previous Friday and the following Monday, the
mean) of the means between the highest and lowest quoted selling prices for the
closest trading days before and after the Dividend Payment Date. In addition,
participating shareholders whose shares are purchased in open market
transactions are treated as having received an additional distribution in the
amount of the pro rata brokerage fees paid by the Company. No ruling of any sort
has been obtained from the Internal Revenue Service with respect to the Plan.
To the extent distributions by the Company to its shareholders are treated
as made from the Company's earnings and profits, the distributions will be
dividends taxable as ordinary income. The Company has sufficient earnings and
profits that Participants can expect that the full amount of any distributions
under the Plan will be taxable as dividends.
The full amount of dividends reinvested and the 5% purchase discount will
be eligible for the applicable dividend exclusion then in effect and, in the
case of corporate shareholders, the then applicable dividends received deduction
available under the Internal Revenue Code.
In the case of foreign or other shareholders whose taxable income under the
Plan is subject to federal income tax withholding, the Company will make
reinvestments net of the amount of tax required to be withheld. Regular
statements of account confirming purchases made for such Participants will
indicate the amount of tax withheld.
The basis for Federal income tax purposes of any shares acquired through
the Plan will be "fair market value for tax purposes" as of (a) the Investment
Date in the case of optional share purchases, and (b) the Dividend Reinvestment
Date, in the case of shares purchased through the automatic reinvestment of
dividends. The basis of shares purchased in open market transactions will be
equal to the purchase price increased by the amount of the brokerage fees paid
by the Company. The holding period for shares acquired through the Plan will
begin on the day after (i) the Investment Date, in the case of optional cash
purchases, and (ii) the Dividend Reinvestment Date, in the case of
automatically reinvested dividends. Participants should consult their own tax
advisors for further information with regard to the tax consequences of
participation in the Plan.
29. What is the responsibility of the Plan Administrator? First American
Trust Company, N.A. is the Plan Administrator. All communications regarding the
Plan should be addressed to First American Trust Company, N.A., First American
Center, Nashville, Tennessee 37237-0801. The telephone number of the Plan
Administrator is (615) 748-2350.
The Plan Administrator receives the Participants' dividend payments and
optional cash payments, invests such amounts in additional shares of the
Company's Common Stock, maintains continuing records of each Participant's
account, and advises Participants as to all transactions in and the status of
their accounts. The Plan Administrator acts in the capacity of agent for the
Participants.
All notices from the Plan Administrator to a Participant will be addressed
to the Participant at his or her last address of record with the Plan
Administrator. The mailing of a notice to a Participant's last address of record
will satisfy the Plan Administrator's duty of giving notice to such Participant.
Therefore, Participants must promptly
9
<PAGE> 11
notify the Plan Administrator in writing of any changes of address.
Neither the Plan Administrator, Participants' nominee or nominees, nor the
Company shall have any liability for actions taken or omitted in good faith
pursuant to the Plan including, without limitation, any claim for liability
arising out of failure to terminate a Participant's account upon such
Participant's death or adjudicated incompetency prior to receipt of notice in
writing of such death or adjudicated incompetency, nor shall they have any
duties, responsibilities or liabilities except such as are expressly set forth
in the Plan.
Participants should recognize that neither the Company nor the Plan
Administrator can provide any assurance that shares of Common Stock purchased
under the Plan, will, at any particular time, be worth more or less than their
purchase price.
All transactions in connection with the Plan, including the optional cash
payments feature, shall be governed by the laws of the State of Tennessee.
30. May the Plan be extended, changed or discontinued? The Plan was
originally adopted by the Board of Directors of the Company on October 17, 1979,
at which time 200,000 shares of Common Stock were reserved for issuance under
the Plan. On January 27, 1984, the Board of Directors amended the Plan by
reserving an additional 250,000 shares of Common Stock to be used to issue
shares to cover dividends reinvested and optional purchases since July 1983 and
to cover future dividend reinvestments and optional purchases. On March 7, 1986
the Board of Directors again amended the Plan by reserving an additional
1,000,000 shares of Common Stock to be used to issue shares to cover dividends
reinvested and optional purchases since July 1985 and to cover future dividend
reinvestments and optional purchases. On October 16, 1986, the Board of
Directors again amended the Plan by eliminating the provision in respect of
optional cash payments that provided Plan Participants the opportunity to
purchase shares of the Company's Common Stock at a price equal to a 5 percent
discount from market value. On November 19, 1992, the Board of Directors again
amended the Plan by providing for the purchase of shares through automatic
dividend reinvestments on the Dividend Payment Date rather than the Investment
Date and by increasing the maximum amount of optional cash payments from $2,000
per quarter to $5,000 per quarter.
On January 19, 1995, the Board of Directors again amended the Plan by
reserving an additional 1,000,000 shares of Common Stock to be used to cover
dividends reinvested and optional purchases since May, 1993 and to cover future
dividend repurchases, by providing for safekeeping of certificate(s) of shares
being reinvested in the Plan and by increasing the maximum amount of optional
cash payments from $5,000 per quarter to $15,000 per quarter.
While the Company currently expects to continue a dividend reinvestment
plan indefinitely, the Company reserves the right to suspend or terminate the
Plan at any time. It also reserves the right to modify and interpret the Plan.
Participants will be notified of any such suspension, termination or any
modification which materially affects their rights under the Plan.
USE OF PROCEEDS
The net proceeds from the sale of the Common Stock offered pursuant to the
Plan will be used for general corporate purposes of the Company, including
investment in, or extensions of credit or advances to, the Company's banking and
nonbanking subsidiaries.
Based upon the historical and projected growth of the Company, management
anticipates
10
<PAGE> 12
that the Company will engage, in the future, in additional financings to
increase the capital of the Company and for other general corporate purposes.
EXPERTS
The consolidated financial statements of the Company and subsidiaries as of
December 31, 1993 and 1992 and for each of the years in the three-year period
ended December 31, 1993, included in the Company's Annual Report on Form 10-K
for the year ended December 31, 1993, incorporated by reference herein, have
been incorporated herein and elsewhere in the Registration Statement in reliance
upon the report of KPMG Peat Marwick LLP, independent certified public accounts,
incorporated by reference herein, and upon the authority of said firm as experts
in accounting and auditing. The report of KPMG Peat Marwick LLP covering the
December 31, 1993 consolidated financial statements refers to the Company's
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.
With respect to the unaudited interim financial information for the periods
ended September 30, 1994 and 1993, June 30, 1994 and 1993 and March 31, 1994 and
1993, incorporated by reference herein and in the Registration Statement, the
independent certified public accountants have reported that they applied limited
procedures in accordance with professional standards for reviews of such
information. However, their separate reports included in First American's
Quarterly Reports on Forms 10-Q for the quarters ended September 30, 1994, June
30, 1994 and March 31, 1994, and incorporated by reference herein, state that
they did not audit and they do not express an opinion on that interim financial
information. Accordingly, the degree of reliance on their reports on such
information should be restricted in light of the limited nature of the review
procedures applied. The accountants are not subject to the liability provisions
of Section 11 of the Securities Act for their reports on the unaudited interim
financial information because those reports are not a "report" or a "part" of
the Registration Statement prepared or certified by the accountants within the
meaning of Sections 7 and 11 of the Securities Act.
INDEMNIFICATION OF OFFICERS AND DIRECTORS
The Tennessee Business Corporation Act ("TBCA") provides that a corporation
may indemnify any of its directors and officers against liability incurred in
connection with a proceeding if (i) such person acted in good faith; (ii) in the
case of conduct in an official capacity, he reasonably believed such conduct was
in the corporation's best interests; (iii) in all other cases, he reasonable
believed that his conduct was not opposed to the best interests of the
corporation; and (iv) in connection with any criminal proceeding, such person
had no reasonable cause to believe his conduct was unlawful. In actions brought
by or in the right of the corporation, however, the TBCA provides that no
indemnification may be made if the director or officer was adjudged to be liable
to the corporation. The TBCA also provides that in connection with any
proceeding charging improper personal benefit to an officer or director, no
indemnification may be made if such officer or director is adjudged liable on
the basis that personal benefit was improperly
11
<PAGE> 13
received. Notwithstanding the foregoing, the TBCA provides that a court of
competent jurisdiction, upon application, may order that an officer or director
be indemnified for reasonable expenses if, in consideration of all relevant
circumstances, the court determines that such individual is fairly and
reasonably entitled to indemnification, notwithstanding the fact that (i) he was
adjudged liable to the corporation in a proceeding by or in the right of the
corporation; (ii) he was adjudged liable on the basis that personal benefit was
improperly received by him; or (iii) he breached his duty of care to the
corporation.
The Company's Restated Charter, as amended, provides that to the fullest
extent permitted by law no director shall be personally liable to the Company or
its shareholders for monetary damages for breach of any fiduciary duty as a
director. Under the TBCA, this charter provision relieves the Company's
directors from personal liability to the Company or its shareholders for
monetary damages for breach of fiduciary duty as a director, except for
liability arising from (i) any breach of the director's duty of loyalty, (ii)
acts or omissions not in good faith or which involved intentional misconduct or
a knowing violation of law, or (iii) any unlawful distributions. Additionally,
the Company's Restated Charter provides that indemnification for directors,
officers, employees and agents of the Company may be provided either directly or
through the purchase of insurance, by the Company from time to time to the
fullest extent and in the manner permitted by law.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling the
Company pursuant to the foregoing provisions, the Company has been informed 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.
ADDITIONAL INFORMATION
No person has been authorized to give any information or to make any
representation not contained in this Prospectus, and, if given or made, such
information or representation must not be relied upon as having been authorized
by the Company. Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create, any implication that there has
been no change in the affairs of the Company since the date hereof. This
Prospectus does not constitute an offer to sell, or a solicitation of an offer
to buy any of the securities offered hereby in any jurisdiction to any person to
whom it is unlawful to make such offer in such jurisdiction.
This Prospectus does not contain all the information set forth in the
Registration Statement, certain portions of which have been omitted pursuant to
the Rules and Regulations of the Securities and Exchange Commission, and to
which portions reference is hereby made for further information with respect to
the Company and the securities offered hereby. The Registration Statement may be
inspected without charge by anyone at the office of the Commission, Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and copies of
all or any part of it may be obtained from the Commission upon payment of the
fees prescribed by it.
12
<PAGE> 14
[LOGO]
1,000,000 SHARES OF COMMON STOCK
($5.00 PAR VALUE)
---------------------------------
DIVIDEND
REINVESTMENT AND
STOCK PURCHASE
PLAN
---------------------------------
PROSPECTUS
JANUARY 20, 1995
<PAGE> 15
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The expenses in connection with the issuance and distribution of the
securities being registered are set forth below:
<TABLE>
<S> <C>
Filing Fee for Registration Statement $10,000
Blue Sky Fees and Expenses 1,000
Fees and Expenses of Accountants 3,500
Fees and Expenses of Counsel 2,500
Printing and Engraving Costs 10,000
Miscellaneous 5,000
TOTAL $32,000
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Tennessee Business Corporation Act ("TBCA") provides that a
corporation may indemnify any of its directors and officers against liability
incurred in connection with a proceeding if (i) such person acted in good
faith; (ii) in the case of conduct in an official capacity, he reasonably
believed such conduct was in the corporation's best interests; (iii) in all
other cases, he reasonably believed that his conduct was not opposed to the
best interests of the corporation; and (iv) in connection with any criminal
proceeding, such person had no reasonable cause to believe his conduct was
unlawful. In actions brought by or in the right of the corporation, however,
the TBCA provides that no indemnification may be made if the director or
officer was adjudged to be liable to the corporation. The TBCA also provides
that in connection with any proceedings charging improper personal benefit to
an officer or director, no indemnification may be made if such officer or
director is adjudged liable on the basis that personal benefit was improperly
received. Notwithstanding the foregoing, the TBCA provides that a court of
competent jurisdiction, upon application, may order that an officer or director
be indemnified for reasonable expenses if, in consideration of all relevant
circumstances, the court determines that such individual is fairly and
reasonably entitled to indemnification, notwithstanding the fact that (i) he
was adjudged liable to the corporation in a proceeding by or in the right of
the corporation; (ii) he was adjudged liable on the basis that personal benefit
was improperly received by him; or (iii) he breached his duty of care to the
corporation.
The registrant's Restated Charter, as amended, provides that to the
fullest extent permitted by law no director shall be personally liable to the
registrant or its shareholders for monetary damages for breach of any fiduciary
duty as a director. Under the TBCA, this charter provision relieves the
registrant's directors from personal liability to the registrant or its
shareholders for monetary damages for breach of fiduciary duty as a director,
except for liability arising from (i) any breach of the director's duty of
loyalty, (ii) acts or omissions to in good faith or which involved intentional
misconduct or a knowing violation of law, or (iii) any unlawful distributions.
Additionally, the registrant's Restated Charter provides that indemnification
for directors, officers, employees and agents of the registrant may be provided
either directly or through the purchase of insurance, by the registrant from
time to time to the fullest extent and in the manner permitted by law.
II-1
<PAGE> 16
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -----------
<S> <C>
4 The First American Corporation Dividend Reinvestment and Stock Purchase Plan is set forth in the Prospectus, to
which reference is made.
5 Opinion of Counsel, including Counsel's consent concerning the securities registered hereunder.
15 Letter of KPMG Peat Marwick LLP, independent auditors, regarding unaudited interim financial information.
23.1 Consent of KPMG Peat Marwick LLP, independent auditors.
23.2 Consent of Martin E. Simmons (included as part of Exhibit 5).
</TABLE>
ITEM 17. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change in such
information in the registration statement;
provided, however, that subparagraphs (i) and (ii) above, do
not apply if the registration statement is on Form S-3, Form
S-8 or Form F-3, and the information required to be included
in a post-effective amendment by those subparagraphs 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 the 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.
II-2
<PAGE> 17
(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 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that
is incorporated by reference in the 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 foregoing
provisions, 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 Act 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 Act and will be
governed by the final adjudication of such issue.
II-3
<PAGE> 18
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-3 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Nashville, State of Tennessee, on
January 19, 1995.
FIRST AMERICAN CORPORATION
(Registrant)
By: /s/ DENNIS C. BOTTORFF
-----------------------------
Dennis C. Bottorff
President, Chairman 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, Chairman and Chief January 19, 1995
- ---------------------------------- Executive Officer and Director
Dennis C. Bottorff
/s/ Dale W. Polley Vice Chairman, and January 19, 1995
- ---------------------------------- Principal Financial Officer and
Dale W. Polley Director
/s/ Marvin J. Vannatta Senior Vice President and January 19, 1995
- ---------------------------------- Treasurer (Principal
Marvin J. Vannatta Accounting Officer)
/s/ Samuel E. Beall, III Director January 19, 1995
- ----------------------------------
Samuel E. Beall, III
Director January , 1995
- ----------------------------------
Earnest W. Deavenport, Jr.
/s/ Reginald D. Dickson Director January 19, 1995
- ----------------------------------
Reginald D. Dickson
/s/ T. Scott Fillebrown, Jr. Director January 19, 1995
- ----------------------------------
T. Scott Fillebrown, Jr.
/s/ James A. Haslam Director January 19, 1995
- ----------------------------------
James A. Haslam
</TABLE>
II-4
<PAGE> 19
<TABLE>
<S> <C> <C>
/s/ Martha R. Ingram Director January 19, 1995
- -----------------------------------
Martha R. Ingram
/s/ Walter G. Knestrick Director January 19, 1995
- -----------------------------------
Walter G. Knestrick
/s/ Gene C. Koonce Director January 19, 1995
- -----------------------------------
Gene C. Koonce
/s/ James R. Martin Director January 19, 1995
- -----------------------------------
James R. Martin
/s/ Robert A. McCabe, Jr. Director January 19, 1995
- -----------------------------------
Robert A. McCabe, Jr.
/s/ William O. McCoy Director January 19, 1995
- -----------------------------------
William O. McCoy
/s/ Roscoe R. Robinson Director January 19, 1995
- -----------------------------------
Roscoe R. Robinson
/s/ James F. Smith, Jr. Director January 19, 1995
- -----------------------------------
James F. Smith, Jr.
/s/ Cal Turner, Jr. Director January 19, 1995
- -----------------------------------
Cal Turner, Jr.
Director January , 1995
- -----------------------------------
Ted H. Welch
/s/ David K. Wilson Director January 19, 1995
- -----------------------------------
David K. Wilson
/s/ Toby S. Wilt Director January 19, 1995
- -----------------------------------
Toby S. Wilt
/s/ William S. Wire, II Director January 19, 1995
- -----------------------------------
William S. Wire, II
</TABLE>
II-5
<PAGE> 20
EXHIBIT INDEX
<TABLE>
<CAPTION>
INDEX
NUMBER DESCRIPTION
- ------ -----------
<S> <C>
5 Opinion of Counsel, including Counsel's consent, concerning securities registered
hereunder.
15 Letter of KPMG Peat Marwick LLP, independent auditors, regarding Unaudited Interim
Financial Information.
23.1 Consent of KPMG Peat Marwick LLP, independent auditors.
23.2 Consent of Martin E. Simmons (included as part of Exhibit 5).
</TABLE>
<PAGE> 1
Exhibit 5
January 20, 1995
First American Corporation
First American Center
Nashville, Tennessee 37237
Ladies and Gentlemen:
As General Counsel of First American Corporation, a Tennessee corporation
("First American"), I have examined and am familiar with such documents,
corporate records and other instruments as I have deemed necessary for the
purposes of this opinion, including the First American Corporation Dividend
Reinvestment and Stock Purchase Plan (the "Plan"), the corporate proceedings of
First American taken to adopt the Plan, and the Registration Statement on Form
S-3 (the "Registration Statement") filed by First American with the Securities
and Exchange Commission for the registration under the Securities Act of 1933,
as amended, of 1,000,000 shares of Common Stock, par value of $5.00 per share,
of First American ("Common Stock") to be distributed under the Plan.
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/mnp
<PAGE> 1
EXHIBIT 15
The Board of Directors
First American Corporation
Re: Form S-3 Filing for the First American Corporation
Dividend Reinvestment and Stock Purchase Plan
With respect to the subject registration statement, we acknowledge our
awareness of the use therein to our reports dated October 21, 1994, July 21,
1994, and April 21, 1994 related to our reviews of interim financial
information.
Pursuant to Rule 436(c) under the Securities Act of 1933, such reports are not
considered part of a registration statement prepared or certified by an
accountant or a report prepared or certified by an accountant within the
meaning of sections 7 and 11 of the Act.
Very truly yours,
KPMG Peat Marwick LLP
/s/ KPMG Peat Marwick LLP
Nashville, Tennessee
January 19, 1995
<PAGE> 1
EXHIBIT 23.1
ACCOUNTANTS' CONSENT
The Board of Directors
First American Corporation
We consent to the use of our audit report dated January 21, 1994 on the
consolidated financial statements of First American Corporation and
subsidiaries as of December 31, 1993 and 1992, and for each of the years in the
three-year period ended December 31, 1993 incorporated herein by reference and
to the reference to our firm under the heading "Experts" in the prospectus. Our
report refers to the Corporation's 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.
KPMG Peat Marwick LLP
/s/ KPMG Peat Marwick LLP
Nashville, Tennessee
January 19, 1995
