<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K/A
AMENDMENT NO. 1
(Mark One)
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1993
- or -
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the Transition period from __________ to__________
Commission File Number 0-4491
FIRST TENNESSEE NATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
TENNESSEE 62-0803242
(State or other jurisdiction of (I.R.S. Employer Identi-
incorporation or organization) fication Number)
165 Madison Avenue, Memphis, Tennessee 38103
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including Area Code: 901-523-5630
Securities registered pursuant to Section 12(b) of the Act:
NONE
Securities registered pursuant to Section 12(g) of the Act:
$2.50 Par Value Common Capital Stock
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. X YES NO
----- -----
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (Section 229.405 of this chapter) is not contained herein,
and will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K.
-----
Page 1 of 2
8 Total Pages
Exhibit Index on Page 6
<PAGE> 2
At February 23, 1994, the aggregate market value of the voting stock of
the registrant held by non-affiliates of the registrant was approximately
$1,116,000,000.
At February 23, 1994, the registrant had 30,175,456 shares of common stock
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
1. Annual Report To Shareholders for the year ended 12/31/93 - Parts I,
II, and IV.
2. Proxy Statement furnished to shareholders in connection with Annual
Meeting of Shareholders scheduled for 04/19/94 - Part III ((which was
filed with the Commission March 17, 1994 per General Instruction G(3)
to Form 10-K).
Page 2 of 2
<PAGE> 3
PART IV
ITEM 14
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
AND REPORTS ON FORM 8-K
This item is hereby amended by revising the reference to Exhibit (2)
and by adding accountants' consents as new Exhibit (23)'s, and Item 14 is
hereby restated, as amended, in its entirety as follows:
(a) The following documents are filed as a part of this Report:
Financial Statements:
The consolidated financial statements of the Corporation for
the three years ended December 31, 1993, in the 1993 Annual
Report, are incorporated herein by reference. The Report of
Independent Public Accountants, in the 1993 Annual Report, is
incorporated herein by reference. The report of the other
auditors referenced in the Report of Independent Public
Accountants, attached hereto as Exhibit 99(b), is incorporated
herein by reference.
Financial Statement Schedules: Not applicable.
Exhibits:
(2) Stock Purchase Agreement dated as of August
19, 1993, by and between the Bank and MNC
Financial, Inc., attached as Exhibit 2 to the
Corporation's Current Report on Form 8-K
filed August 25, 1993 (with a Date of Report
of August 19, 1993) and incorporated herein
be reference.
(3)(i) Restated Charter of the Corporation, as amended,
attached as Exhibit 3(a) to Corporation's 1991 Annual
Report on Form 10-K and incorporated herein by
reference.
(3)(ii) Bylaws of the Corporation, as amended.
(4)(a) Shareholder Protection Rights Agreement, dated as of
9-7-89 between the Corporation and First Tennessee
Bank National Association, as Rights Agent, including
as Exhibit A the forms of Rights Certificate and of
Election to Exercise and as Exhibit B the form of
Charter Amendment designating a series of
Participating Preferred Stock of the Corporation with
terms as specified, attached as an exhibit to the
Corporation's Registration Statement on Form 8-A
filed 9-8-89, and incorporated herein by reference.
<PAGE> 4
(4)(b) Indenture, dated as of 6-1-87, between the
Corporation and Security Pacific National Trust
Company (New York), Trustee, attached as an exhibit
to the Corporation's Annual Report on Form 10-K for
the year ended 12-31-91, and incorporated herein by
reference.
(4)(c) The Corporation and certain of its consolidated
subsidiaries have outstanding certain long-term debt.
See Note 13 in the Corporation's 1993 Annual Report
to Shareholders. None of such debt exceeds 10% of
the total assets of the Corporation and its
consolidated subsidiaries. Thus, copies of
constituent instruments defining the rights of
holders of such debt are not required to be included
as exhibits. The Corporation agrees to furnish
copies of such instruments to the Securities and
Exchange Commission upon request.
*(1O)(a) Management Incentive Plan, as amended.(1)
*(1O)(b) 1983 Restricted Stock Incentive Plan, as amended.(1)
*(1O)(c) 1989 Restricted Stock Incentive Plan, as amended.(1)
*(1O)(d) 1992 Restricted Stock Incentive Plan.(1)
*(10)(e) 1984 Stock Option Plan, as amended.(1)
*(1O)(f) 1990 Stock Option Plan, as amended.(1)
*(1O)(g) Survivor Benefits Plan, as amended.(1)
*(1O)(h) Directors and Executives Deferred Compensation Plan,
as amended.(1)
*(1O)(i) Pension Restoration Plan.(2)
*(1O)(j) Director Deferral Agreements with Schedule.(2)
*(10)(k) Severance Agreements dated 12-15-92 with schedule.(2)
(11) Statement re: computation of per share earnings.
(13) The portions of the 1993 Annual Report to
Shareholders which have been incorporated by
reference into this Form 10-K.
(21) Subsidiaries of the Corporation.
(23)(a) Consent of Arthur Andersen & Co.
(23)(b) Consent of Baylor and Backus.
(24) Power of Attorney
(99)(a) Annual Report on Form ll-K for the
Corporation's Savings Plan and Trust, for
fiscal year ended 12- 31-93, as authorized by
SEC Rule 15d-21 (to be filed as an amendment
to Form lO-K).
(99)(b) Report of other auditors.
*Exhibits marked with an "*" represent management contract or
compensatory plan or arrangement required to be filed as an exhibit.
<PAGE> 5
(1) These documents are incorporated herein by reference to the exhibit
with the corresponding number contained in the Corporation's 1992
Annual Report on Form 10-K.
(2) These documents are incorporated herein by reference to exhibits
10(j), 10(k), and 10(l), respectively, contained in the Corporation's
1992 Annual Report on Form 10-K.
(b) A report on Form 8-K was filed on October 18, 1993 (with a date of
report of October 1, 1993), disclosing under Item 2 ("Acquisition or
Disposition of Assets"), the closing of the acquisition of MNMC by the
Bank. The report contained audited MNMC consolidated financial
statements of financial condition as of 12-31-92 and 12-31-91, and
statements of income, statements of changes in stockholders' equity,
and statements of cash flows, each for the years ended 12-31-92 and
12-31-91 and contained FTNC pro forma combined condensed statement of
condition as of 6-30-93, statements of income for the six months ended
6-30-93 and statements of income for the year ended 12-31-92.
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
FIRST TENNESSEE NATIONAL CORPORATION
Dated: April 27, 1994 By: James F. Keen
----------------------------
James F. Keen,
Senior Vice President and
Controller
<PAGE> 6
EXHIBIT INDEX
<TABLE>
<CAPTION>
Item No. Description Page
- -------- ----------- ----
<S> <C> <C>
(23)(a) Consent of Arthur Andersen & Co. 7
(23)(b) Consent of Baylor and Backus 8
</TABLE>
<PAGE> 1
EXHIBIT 23(a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of
our report dated January 18, 1994, included in First Tennessee National
Corporation's 1993 Annual Report on Form 10-K, into the Company's previously
filed Registration Statement File Nos. 33-9846, 33-8029, 33-34620, 33-40398 and
33-44142 and to all references to our firm included therein.
Arthur Andersen & Co.
Memphis, Tennessee
April 22, 1994
<PAGE> 1
EXHIBIT 23(b)
BAYLOR AND BACKUS
CERTIFIED PUBLIC ACCOUNTANTS
2112 NORTH ROAN STREET
HOME FEDERAL BUILDING, SUITE 801
P. O. BOX 1736
JOHNSON CITY, TENNESSEE 37605
TELEPHONE 615-282-9000
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants, we hereby consent to the incorporation of
our report for the years ended December 31, 1991 and 1990 dated February 21,
1992, except with respect to the information discussed in Note 27, as to which
the date is October 21, 1992, included in First Tennessee National
Corporation's 1993 Annual Report on Form 10-K, into the COmpany's previously
filed Registration Statement File Nos. 33-9846, 33-8029, 33-34620, 33-40398 and
33-44142 and to all references to our firm included therein.
Baylor and Backus
Baylor and Backus
Certified Public Accountants
Johnson City, Tennessee
April 25, 1994
