<PAGE> 1
As filed with the Securities and Exchange Commission on October 30, 1995
Registration No. 33 _____
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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
incorporation or organization) Identification No.)
165 MADISON AVENUE
MEMPHIS, TENNESSEE 38103
(901) 523-4444
(Address, including zip code, and telephone number,
including area code, of registrant's principal
executive offices)
FIRST TENNESSEE NATIONAL CORPORATION
SAVINGS PLAN & TRUST
(Full title of plan)
HARRY A. JOHNSON, III
EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
FIRST TENNESSEE NATIONAL CORPORATION
165 MADISON AVENUE
MEMPHIS, TENNESSEE 38103
(901) 523-5624
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
With Copy to:
CLYDE A. BILLINGS, JR.
Vice President & Counsel
First Tennessee National Corporation
165 Madison Avenue
Memphis, TN 38103
(901) 523-5679
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==========================================================================================================================
Title of Securities to be Amount to be Registered Proposed Maximum Proposed Maximum Amount of
Registered Offering Price per Share(1) Aggregate Offering Registration
Price(1) Fee(1)
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock and 1,000,000 $ 53.75 $ 53,750,000 $ 18,535
Associated Rights
Plan Interests (2) (2) (2) (2) N/A
==========================================================================================================================
</TABLE>
(1) Calculated pursuant to Rule 457(h)(1), based on the average of the high and
low prices reported on the Nasdaq Stock Market for Registrant's stock on
October 27, 1995.
(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
<PAGE> 2
PART II. INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:
(a) The registrant's latest annual report, and where interests in
the plan are being registered, the plan's latest annual
report, filed pursuant to Sections 13(a) or 15(d) of the
Exchange Act.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by
the registrant document referred to in (a) above.
(c) If the class of securities to be offered is registered under
Section 12 of the Exchange Act, the description of such class
of securities contained in a registration statement filed
under such Act, including any amendment or report filed for
the purpose of updating such description.
All documents filed by the registrant pursuant to Section 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended,
subsequent to the date of this registration statement and prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold shall be
deemed to be incorporated by reference in this registration statement and to be
a part hereof from the date of filing of such documents. Any statement
contained herein or in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this registration statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this registration statement.
Item 4. Description of Securities
This item is not applicable.
Item 5. Interests of Named Experts and Counsel
The validity of original issue shares of $2.50 par value Common Stock
of First Tennessee National Corporation ("FTNC" or "the Registrant") to be
issued pursuant to the Plan has been passed upon by Clyde A. Billings, Jr.,
Vice President and Counsel of FTNC. Mr. Billings beneficially owns shares of
FTNC common stock and holds options to purchase such shares in an amount deemed
substantial by securities regulations. On October 1, 1995, the number of
shares, including options, beneficially owned was approximately 10,900.
Item 6. Indemnification of Directors and Officers
Tennessee Code Annotated Sections 48-18-501 through 48-18-509
authorize a corporation to provide for the indemnification of officers,
directors, employees and agents in terms sufficiently broad to permit
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933,
as amended. FTNC has adopted the provisions of the Tennessee statute pursuant
to Article XXVIII of its Bylaws. Also FTNC has a "Directors' and Officers'
Liability Insurance Policy" which provides coverage sufficiently broad to
permit indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933,
as amended.
Tennessee Code Annotated, Section 48-12-102, permits the inclusion in
the charter of a Tennessee corporation of a provision, with certain exceptions,
eliminating the personal monetary liability of directors to the corporation or
its
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shareholders for breach of the duty of care. FTNC has adopted the provisions
of the statute as Article 13 of its charter.
The shareholders of FTNC have approved an amendment to Article XXVIII
of the Bylaws pursuant to which FTNC is required to indemnify each director and
any officers designated by the Board of Directors, and advance expenses, to the
maximum extent not prohibited by law. In accordance with the foregoing, the
Board of Directors is authorized to enter into individual indemnity agreements
with the directors and such officers. Such indemnity agreements have been
approved for all of the directors and certain officers.
Item 7. Exemption from Registration Claimed
This item is not applicable.
Item 8. Exhibits
4(a) Restated Charter of FTNC, as amended, attached as Exhibit 3(i)
to FTNC's registration statement on Form S-4 (No. 33-53331)
filed April 28, 1994 and incorporated herein by reference.
4(b) Bylaws of FTNC, as amended, attached as Exhibit 3(ii) to
FTNC's Annual Report on Form 10-K for the year ended December
31, 1994 and incorporated herein by reference.
4(c) Shareholder Protection Rights Agreement, dated as of September
7, 1989, between FTNC and First Tennessee Bank National
Association as Rights Agent, incorporated by reference to
FTNC's registration statement on Form 8-A, filed September 8,
1989.
5 Opinion of Clyde A. Billings, Jr. as to legality with respect
to original issuance Common Stock. Registrant undertakes to
submit, or has submitted, the Plan and any amendment thereto
(to the extent required to be submitted) to the Internal
Revenue Service in a timely manner and has made, or will make,
all changes required by the IRS in order to qualify the Plan.
23(a) Consent of Arthur Andersen LLP.
23(b) Consent of Clyde A. Billings, Jr. (included in Exhibit 5
above).
24 Powers of Attorney.
Item 9. 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 of 1933;
(ii) To reflect in the prospectus any fact 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, represents a fundamental change in the
information set forth in the registration statement;
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<PAGE> 4
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the registration statement or any material change to
such information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8, and
the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed 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.
(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 therein, 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.
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<PAGE> 5
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 the City of
Memphis and State of Tennessee, on October 30, 1995.
FIRST TENNESSEE NATIONAL CORPORATION
By: James F. Keen
------------------------------------------
James F. Keen
Senior Vice President and Controller
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 date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
Ralph Horn* President and Chief Executive Officer October 30, 1995
----------------------------- (Principal Executive Officer)
Ralph Horn and a Director
Elbert L. Thomas, Jr.* Senior Vice President October 30, 1995
----------------------------- and Chief Financial Officer
Elbert L. Thomas, Jr. (principal financial officer)
James F. Keen* Senior Vice President October 30, 1995
---------------------------- and Controller (principal
James F. Keen accounting officer)
Director October __, 1995
-----------------------------
Jack A. Belz
Robert C. Blattberg* Director October 30, 1995
-----------------------------
Robert C. Blattberg
J. R. Hyde, III* Director October 30, 1995
-----------------------------
J. R. Hyde, III
R. Brad Martin* Director October 30, 1995
-----------------------------
R. Brad Martin
Joseph Orgill, III* Director October 30, 1995
-----------------------------
Joseph Orgill, III
Richard E. Ray* Director October 30, 1995
-----------------------------
Richard E. Ray
Vicki G. Roman* Director October 30, 1995
-----------------------------
Vicki G. Roman
</TABLE>
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<TABLE>
<S> <C> <C>
Michael D. Rose* Director October 30, 1995
-----------------------------
Michael D. Rose
William B. Sansom* Director October 30, 1995
-----------------------------
William B. Sansom
Gordon P. Street, Jr.* Director October 30, 1995
-----------------------------
Gordon P. Street, Jr.
Ronald Terry* Director October 30, 1995
-----------------------------
Ronald Terry
By: Clyde A. Billings, Jr. October 30, 1995
-------------------------
Clyde A. Billings, Jr.
*As Attorney-in-Fact
</TABLE>
The Plan. Pursuant to the requirements of the Securities Act of 1933,
the trustees (or other persons who administer the employee benefit
plan) have duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Memphis and State of Tennessee, on October 30, 1995.
FIRST TENNESSEE NATIONAL CORPORATION
SAVINGS PLAN AND TRUST
By: Robert E. Ellis
--------------------------------------------
Robert E. Ellis, Plan Committee Member
and duly authorized signatory
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<PAGE> 7
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Table No.
- -----------------
<S> <C>
4(a) Restated Charter of FTNC, as amended attached as Exhibit 3(i) to FTNC's registration
statement on Form S-4 (No. 33-53331) filed April 28, 1994 and incorporated herein by
reference.
4(b) Bylaws of FTNC, as amended, attached as Exhibit 3(ii) to FTNC's Annual Report on Form
10-K for the year ended December 31, 1994 and incorporated herein by reference.
4(c) Shareholder Protection Rights Agreement, dated as of September 7, 1989, between FTNC
and First Tennessee Bank National Association as Rights Agent, incorporated by
reference to FTNC's Registration Statement on Form 8-A, filed September 8, 1989.
5 Opinion of Clyde A. Billings, Jr. as to legality with respect to original issuance
Common Stock. Registrant undertakes to submit, or has submitted, the Plan and any
amendment thereto (to the extent required to be submitted) to the Internal Revenue
Service in a timely manner and has made, or will make, all changes required by the IRS
in order to qualify the Plan.
23(a) Consent of Arthur Andersen LLP.
23(b) Consent of Clyde A. Billings, Jr. (included in opinion filed as Exhibit 5).
24 Powers of Attorney.
</TABLE>
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<PAGE> 1
Clyde A. Billings, Jr.
Vice President and Counsel
EXHIBIT 5
First Tennessee National Corporation
P.O. Box 84
Memphis, TN 38101
(901) 523-5679
Cable FIRBANK
October 30, 1995
Board of Directors
First Tennessee National Corporation
165 Madison Avenue
Memphis, TN 38103
Lady and Gentlemen:
I have acted as counsel to First Tennessee National Corporation, a Tennessee
corporation (the "Company"), in connection with the registration on Form S-8,
Registration Statement (the "Registration Statement") under the Securities Act
of 1933, as amended (the "Act"), of that indeterminate number of Plan interests
and that indeterminate number of shares (not to exceed 1,000,000 shares) of
common stock, par value $2.50 per share, of the Company ("Common Stock"), and
associated stock purchase rights (the "Rights") to be issued pursuant to the
Shareholder Protection Rights Agreement dated as of September 7, 1989 (the
"Rights Agreement") between the Company and First Tennessee Bank National
Association, as Rights Agent (the "Rights Agent"). The Securities are to be
issued to Plan participants pursuant to the terms of the First Tennessee
National Corporation Savings Plan and Trust, as amended (herein, the "Plan").
I have examined the originals or copies, certified or otherwise identified to
my satisfaction, of such corporate records, certificates and other documents,
and such questions of law, as I have considered necessary or appropriate for
the purposes of this opinion.
Upon the basis of such examination and subject to the limitations contained
herein, it is my opinion that:
1. That indeterminate number of shares (not to exceed 1,000,000
shares) of Company Commons Stock, which may be issued from
authorized but unissued shares by the Company under the Plan,
will, when issued by the Company pursuant to the resolutions
duly adopted by its Board of Directors on October 25, 1995,
(which, inter alia, fixes the amount of consideration to be
paid for such shares and authorizes the issuance of such
shares after payment of the consideration in full is actually
received) and the terms of the Plan, be validly issued, fully
paid and non-assessable.
<PAGE> 2
2. When such shares of Company Common Stock have been validly
issued, the rights attributable to such shares of Company
Common Stock will be validly issued.
In connection with my opinion set forth in paragraph 2 above, I note that the
question whether the Board of Directors of the Company might be required to
redeem the Rights at some future time will depend upon the facts and
circumstances existing at that time and, accordingly, is beyond the scope of
such opinion.
The foregoing opinion is limited to the federal laws of the United States and
the laws of the State of Tennessee, and I am expressing no opinion as to the
effect of the laws of any other jurisdiction.
In rendering the foregoing opinion, I have relied to the extent I deem such
reliance appropriate as to certain matters on statements, representations and
other information obtained from public officials, officers of the Company and
other sources believed by me to be responsible.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, and to the reference to me in the Registration
Statement. In giving such consent, I do not thereby admit that I am in the
category of persons whose consent is required under Section 7 of the Act.
Very truly yours,
Clyde A. Billings, Jr.
- ----------------------
Clyde A. Billings, Jr.
<PAGE> 1
EXHIBIT 23(a)
Consent of Independent Public Accounts
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8 of our report dated
January 17, 1995, incorporated by reference and our report dated June 19, 1995,
included in First Tennessee National Corporation's Form 10-K for the year ended
December 31, 1994, and to all references to our firm included in this
registration statement.
Arthur Andersen LLP
Memphis, Tennessee,
October 30, 1995.
<PAGE> 1
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below does hereby constitute and appoint ELBERT L. THOMAS, JR., JAMES
F. KEEN, CLYDE A. BILLINGS, JR., and TERESA A. FEHRMAN, jointly and each of
them severally, his or her true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to execute and sign the
Registration Statement on Form S-8 to be filed with the Securities and Exchange
Commission, pursuant to the provisions of the Securities Act of 1933, by First
Tennessee National Corporation ("Corporation") relating to the issuance of an
indeterminate number of Plan interests and up to 1,000,000 shares of the
Corporation's Common Stock, par value $2.50 per share, pursuant to the First
Tennessee National Corporation Savings Plan and Trust, as amended, ("Plan")
and, further, to execute and sign any and all pre-effective and post-effective
amendments thereto and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, or their or
his or her substitute or substitutes, full power and authority to do and
perform each and every act and thing requisite or necessary to be done in and
about the premises, as fully to all intents and purposes as the undersigned
might or could do in person, hereby ratifying and confirming all the acts that
said attorneys-in-fact and agents, or any of them, or their or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
Ralph Horn President and Chief Executive October 30, 1995
- ---------------------------------------------- Officer and a Director
Ralph Horn (principal executive officer)
Elbert L. Thomas, Jr. Senior Vice President and October 30, 1995
- ---------------------------------------------- Chief Financial Officer
Elbert L. Thomas, Jr. (principal financial officer)
James F. Keen Senior Vice President and October 30, 1995
- ---------------------------------------------- Controller (principal
James F. Keen accounting officer)
Director October __, 1995
- ----------------------------------------------
Jack A. Belz
Robert C. Blattberg Director October 30, 1995
- ----------------------------------------------
Robert C. Blattberg
J. R. Hyde, III Director October 30, 1995
- ----------------------------------------------
J. R. Hyde, III
</TABLE>
<PAGE> 2
<TABLE>
<S> <C> <C>
R. Brad Martin Director October 30, 1995
- ----------------------------------------------
R. Brad Martin
Joseph Orgill, III Director October 30, 1995
- ----------------------------------------------
Joseph Orgill, III
Richard E. Ray Director October 30, 1995
- ----------------------------------------------
Richard E. Ray
Vicki G. Roman Director October 30, 1995
- ----------------------------------------------
Vicki G. Roman
Michael D. Rose Director October 30, 1995
- ----------------------------------------------
Michael D. Rose
William B. Sansom Director October 30, 1995
- ----------------------------------------------
William B. Sansom
Gordon P. Street, Jr. Director October 30, 1995
- ----------------------------------------------
Gordon P. Street, Jr.
Ronald Terry Director October 30, 1995
- ----------------------------------------------
Ronald Terry
</TABLE>
