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As filed with the Securities and Exchange Commission on November 21, 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)
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TENNESSEE 62-0803242
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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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
1995 EMPLOYEE STOCK OPTION PLAN
(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
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=======================================================================================================================
Title of Securities to be Amount to be Proposed Maximum Offering Proposed Maximum Amount of Registration
Registered Registered Price per Share(1) Aggregate Offering Fee(1)
Price(1)
- -----------------------------------------------------------------------------------------------------------------------
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Common Stock and
Associated Rights 1,500,000 $55.25 $82,875,000 $28,578
=======================================================================================================================
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(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 November 14, 1995.
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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:
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(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.
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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 November 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 shareholders
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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.
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Exhibits
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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.
23(a) Consent of Arthur Andersen LLP.
23(b) Consent of Clyde A. Billings, Jr. (included in Exhibit 5 above).
24 Powers of Attorney.
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Item 9.
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Undertakings
------------
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(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;
(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;
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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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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 November 21, 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.
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Signature Title Date
--------- ----- -----
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Ralph Horn* President and Chief Executive Officer November 21, 1995
----------------------------- (Principal Executive Officer)
Ralph Horn and a Director
Elbert L. Thomas, Jr.* Senior Vice President November 21, 1995
----------------------------- and Chief Financial Officer
Elbert L. Thomas, Jr. (principal financial officer)
James F. Keen* Senior Vice President November 21, 1995
----------------------------- and Controller (principal
James F. Keen accounting officer)
Director November , 1995
-----------------------------
Jack A. Belz
Director November , 1995
-----------------------------
Robert C. Blattberg
J. R. Hyde, III* Director November 21, 1995
-----------------------------
J. R. Hyde, III
Director November , 1995
-----------------------------
R. Brad Martin
Joseph Orgill, III* Director November 21, 1995
-----------------------------
Joseph Orgill, III
Director November , 1995
----------------------------
Richard E. Ray
Director November , 1995
----------------------------
Vicki G. Roman
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Michael D. Rose* Director November 21, 1995
---------------------------
Michael D. Rose
William B. Sansom* Director November 21, 1995
---------------------------
William B. Sansom
Gordon P. Street, Jr.* Director November 21, 1995
---------------------------
Gordon P. Street, Jr.
Ronald Terry* Director November 21, 1995
---------------------------
Ronald Terry
By: Clyde A. Billings, Jr. November 21, 1995
------------------------------------
Clyde A. Billings, Jr.
*As Attorney-in-Fact
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EXHIBIT INDEX
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Exhibit Table No.
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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.
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.
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EXHIBIT 5
November 20, 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 up to 1,500,000 shares of common
stock, par value $2.50 per share, of the Company ( the "Shares"), 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 Shares
may be issued from authorized but unissued shares to employees of the Company
and its subsidiaries upon the valid exercise of stock options that have been
or may be granted and stock appreciation rights (the "SAR's") that may be
granted in tandem with stock options to them pursuant to the terms of the
First Tennessee National Corporation 1995 Employee Stock Option Plan (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. 1,500,000 Shares have been duly authorized for issuance
pursuant to the terms of the Plan, which Plan has been duly
adopted.
2. Shares subject to options which have been granted pursuant to
the terms of the Plan and are currently outstanding and
shares subject to options and related SAR's which, in the
future, are granted pursuant to the terms of Plan will, when
issued pursuant to the terms of the Plan, be validly issued,
fully paid and non-assessable.
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3. When such Shares have been validly issued, the rights
attributable to such Shares will be validly issued.
In connection with my opinion set forth in paragraph 3 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.
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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, 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,
November 20, 1995.
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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
1,500,000 shares of the Corporation's Common Stock, par value $2.50 per share,
pursuant to the First Tennessee National Corporation 1995 Employee Stock Option
Plan ("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.
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Signature Title Date
--------- ----- ----
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Ralph Horn President and Chief Executive November 20, 1995
- --------------------------------------- Officer and a Director
Ralph Horn (principal executive officer)
Elbert L. Thomas, Jr. Senior Vice President and November 20, 1995
- ----------------------------------- Chief Financial Officer
Elbert L. Thomas, Jr. (principal financial officer)
James F. Keen Senior Vice President and November 20, 1995
- -------------------------------------
James F. Keen Controller (principal
accounting officer)
Director November ,1995
- --------------------------------------- ---
Jack A. Belz
Director November ,1995
- ----------------------------------- ---
Robert C. Blattberg
J. R. Hyde, III Director November 20, 1995
- ---------------------------------------
J. R. Hyde, III
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Director November , 1995
------------------------------------ --
R. Brad Martin
Joseph Orgill, III Director November 20, 1995
-------------------------------------
Joseph Orgill, III
Director November , 1995
------------------------------------ --
Richard E. Ray
Director November , 1995
----------------------------------- --
Vicki G. Roman
Michael D. Rose Director November 20, 1995
-----------------------------------
Michael D. Rose
William B. Sansom Director November 20, 1995
---------------------------------
William B. Sansom
Gordon P. Street, Jr. Director November 20, 1995
----------------------------------
Gordon P. Street, Jr.
Ronald Terry Director November 20, 1995
-------------------------------------
Ronald Terry
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