<PAGE> 1
As filed with the Securities and Exchange Commission on April 11, 1995
Registration No. 33 - 57697
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
FIRST TENNESSEE NATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
TENNESSEE 6021 62-0803242
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) 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)
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 Copies to:
CLYDE A. BILLINGS, JR.
VICE PRESIDENT AND COUNSEL
FIRST TENNESSEE NATIONAL CORPORATION
165 MADISON AVENUE
MEMPHIS, TENNESSEE 38103
(901) 523-5679
Approximate date of commencement of proposed sale of the securities to
the public: From time to time after this Registration Statement becomes
effective and pursuant to the terms of the Registration Rights Agreement dated
as of January 3, 1995.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X].
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
<PAGE> 2
PROSPECTUS
FIRST TENNESSEE NATIONAL CORPORATION
841,341 SHARES OF COMMON STOCK
This Prospectus relates to 841,341 shares of the common stock, $2.50 par
value per share ("Common Stock") and associated rights of First Tennessee
National Corporation ("FTNC"). The 841,341 shares of Common Stock and
associated rights that are offered for resale hereby are collectively referred
to as the "Shares." The Shares may be offered by certain shareholders of FTNC
(the "Selling Shareholders") from time to time in transactions in the
over-the-counter market, in negotiated transactions or a combination of such
methods of sale, at fixed prices which may be changed, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at negotiated prices. The Selling Shareholders may effect such
transactions by selling the Shares to or through broker-dealers, and such
broker-dealers may receive compensation in the form of discounts, concessions
or commissions from the Selling Shareholders and/or the purchasers of the
Shares for whom such broker-dealers may act as agents or to whom they sell as
principals, or both (which compensation as to a particular broker-dealer might
be in excess of customary commissions). The Shares may be sold pursuant either
to this Prospectus or pursuant to Rules 145 and 144 promulgated under the
Securities Act of 1933, as amended. See "Selling Shareholders" and "Sale of the
Shares."
The limited partnerships listed in the table on page 4 acquired the Shares
in connection with the acquisition of Carl I. Brown and Company ("CIB") by
First Tennessee Bank National Association, the principal banking subsidiary of
FTNC, on January 3, 1995, and the Shares are offered hereby pursuant to a
Registration Rights Agreement by and among FTNC and the Selling Shareholders
dated as of January 3, 1995. The term "Selling Shareholders" includes such
limited partnerships and Carl I. Brown and Molly S. Brown. See "Selling
Shareholders."
None of the proceeds from the sale of the Shares by the Selling
Shareholders will be received by FTNC. FTNC will bear all expenses (other than
selling commissions and fees) in connection with the registration and sale of
the Shares being offered by the Selling Shareholders.
The outstanding shares of Common Stock are included for quotation on the
Nasdaq Stock Market. The last reported sale price of FTNC Common Stock on the
Nasdaq Stock Market on its National Market on _________ __, 1995 was $______
per share.
THE SHARES OF FTNC COMMON STOCK OFFERED HEREBY ARE NOT SAVINGS ACCOUNTS,
DEPOSITS OR OTHER OBLIGATIONS OF A BANK OR SAVINGS ASSOCIATION AND ARE NOT
INSURED BY THE BANK INSURANCE FUND OR THE SAVINGS ASSOCIATION INSURANCE FUND OF
THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE HEREIN CONTAINED
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY FTNC OR THE SELLING SHAREHOLDERS. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF ANY OFFER
TO BUY, THE SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM
IT IS UNLAWFUL TO MAKE AN OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE
AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF FTNC SINCE THE
DATE HEREOF.
----------------------------------
THE DATE OF THIS PROSPECTUS IS ___________, 1995
<PAGE> 3
AVAILABLE INFORMATION
FTNC is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "SEC"). Copies of such reports, proxy
statements and other information can be obtained, upon payment of prescribed
fees, from the SEC at 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C.
20549. In addition, such reports, proxy statements and other information can
be inspected at the SEC's facilities referred to above and at the SEC's
Regional Offices at 7 World Trade Center, Suite 1300, New York, New York 10048
and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661. The FTNC Common Stock is included for quotation on the Nasdaq Stock
Market and such reports, proxy statements and other information concerning FTNC
should be available for inspection and copying at the offices of the National
Association of Securities Dealers, Inc., 1735 K Street, N.W., Washington, D.C.
20006. This Prospectus is part of a Registration Statement filed and effective
under the Securities Act of 1933, as amended (the "Securities Act"), with
respect to the shares of Common Stock and associated rights to be issued. As
permitted by the rules and regulations of the SEC, this Prospectus does not
contain all the information set forth in the Registration Statement. Such
additional information may be obtained from the SEC's principal office in
Washington, D.C. Statements contained in this Prospectus or in any document
incorporated by reference in this Prospectus as to the contents of any contract
or other document referred to herein or therein are not necessarily complete,
and in each instance reference is made to the copy of such contract or other
document filed as an exhibit to the Registration Statement or such other
document, each such statement being qualified in all respects by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the SEC are hereby incorporated by
reference in this Prospectus and made a part hereof: (a) FTNC's Current Report
on Form 8-K filed October 18, 1993; (b) FTNC's Annual Report on Form 10-K for
the year ended December 31, 1994; (c) FTNC's proxy statement dated March 15,
1995, exclusive of the Board Compensation Committee Report and the Total
Shareholder Return Performance Graph on pages 13-18 thereof; (d) the
description of FTNC Common Stock contained in FTNC's registration statement on
Form 10, filed April 14, 1970, pursuant to Section 12 of the Exchange Act (and
any amendments or reports filed for the purpose of updating the description);
and (e) the description of FTNC's rights to purchase participating preferred
stock included in FTNC's registration statement on Form 8-A, filed September 8,
1989, pursuant to which FTNC registered the Shareholder Protection Rights
under the Exchange Act.
All documents filed by FTNC 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 registered hereby shall be deemed to be
incorporated by reference in this Prospectus 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 herein by reference will be
deemed to be modified or superseded for the purpose of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document which also is, or is deemed to be, incorporated herein by reference
modifies or supersedes such statement. Any such statement so modified or
superseded will not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
FTNC HEREBY UNDERTAKES TO PROVIDE WITHOUT CHARGE TO EACH PERSON TO WHOM A
COPY OF THIS PROSPECTUS HAS BEEN DELIVERED, ON THE WRITTEN OR ORAL REQUEST OF
ANY SUCH PERSON, A COPY OF ANY OR ALL OF THE DOCUMENTS REFERRED TO ABOVE WHICH
HAVE BEEN OR MAY BE INCORPORATED BY REFERENCE IN THIS PROSPECTUS, OTHER THAN
EXHIBITS TO SUCH DOCUMENTS UNLESS THE EXHIBITS HAVE BEEN SPECIFICALLY
INCORPORATED BY REFERENCE. REQUESTS FOR SUCH COPIES SHOULD BE DIRECTED TO THE
TREASURER, FIRST TENNESSEE NATIONAL CORPORATION, P.O. BOX 84, MEMPHIS,
TENNESSEE 38101, TELEPHONE NUMBER (901) 523-5630.
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<PAGE> 4
FTNC
FTNC is a regional bank holding company incorporated under the laws of
Tennessee, which, through First Tennessee Bank National Association, Memphis,
Tennessee ("FTB") and its other banking and banking-related subsidiaries,
provides a broad range of financial services. FTNC was incorporated in
Tennessee in 1968. At December 31, 1994, FTNC had consolidated total assets
of approximately $10.5 billion, consolidated total deposits of approximately
$7.7 billion and equity capital of approximately $748.8 million. At December
31, 1994, FTNC ranked 60th among bank holding companies in the United States
and first among bank holding companies headquartered in Tennessee in terms of
total assets.
FTNC coordinates the financial resources of the consolidated enterprise
and maintains systems of financial, operational and administrative control that
allow coordination of selected policies and activities. FTNC operates
principally through FTB, which was chartered as a national banking association
in 1864. As of December 31, 1994, FTB was the largest commercial bank
headquartered in Tennessee both in terms of total assets and deposits, and
nationally, it ranked 59th in terms of total assets. At December 31, 1994, FTB
had total assets of approximately $10.0 billion, total deposits of
approximately $7.3 billion and equity capital of approximately $672.8 million.
FTB conducts a broad range of retail and commercial banking and fiduciary
services and had 214 banking locations at December 31, 1994. FTB also offers
a comprehensive range of financial services, including bond broker/agency
services, mortgage banking and check clearing, to companies nationally. Bond
broker/agency services provided by FTB consist primarily of the sale of
bank-eligible securities to other financial institutions. Subsidiaries of
FTNC and FTB are engaged primarily in providing mortgage banking, integrated
check processing solutions, discount brokerage, equipment finance, venture
capital, investment management and credit life insurance.
The principal executive offices of FTNC are located at 165 Madison Avenue,
Memphis, Tennessee 38103, and its telephone number is (901) 523-4444.
Additional information about FTNC and its subsidiaries is included in
documents incorporated by reference in this Prospectus. See "Incorporation of
Certain Documents by Reference."
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<PAGE> 5
SELLING SHAREHOLDERS
The following table shows the name of each Selling Shareholder and the
number of Shares being offered by each. After completion of the offering,
assuming all of the Shares being offered are sold, the Selling Shareholders
will not own any shares of Common Stock.
Common Stock Beneficially Owned
<TABLE>
<CAPTION>
Selling Shareholder(1),(2) Prior to Offered Upon Completion Percentage Owned
-------------------------- Offering Hereby of the Offering Upon Completion of
-------- ------ -------- Offering
--------
<S> <C> <C> <C> <C>
Brown Family Limited 143,504
Partnership No. 1
Brown Family Limited 93,048
Partnership No. 2
Brown Family Limited 93,048
Partnership No. 3
Brown Family Limited 93,048
Partnership No. 4
Brown Family Limited 142,345
Partnership No. 5
Brown Family Limited 92,116
Partnership No. 6
Brown Family Limited 92,116
Partnership No. 7
Brown Family Limited 92,116
Partnership No. 8
Carl I. Brown 414,195(3)
Molly S. Brown 410,319(3)
Carl I. and Molly S. Brown 8,413(3)
</TABLE>
(1) Carl I. Brown and his wife, Molly S. Brown, are the general partners of
these partnerships and together hold a 1% partnership interest
in each partnership. A grantor retained annuity trust ("GRAT") of
which Carl I. Brown is settlor and beneficiary owns 98% of the limited
partnership interest in Partnerships 1 through 4 and a GRAT of which
Molly S. Brown is settlor and beneficiary owns 98% of the limited
partnership interests in Partnerships 5 through 8.
(2) Prior to the offering some or all of the shares acquired by the
Partnerships and described in the table may be distributed to
Carl I. and Molly S. Brown and sold by them in the offering instead of
by the Partnerships.
(3) All of these shares are included above in the number of shares
specified for the limited partnerships. These are not
additional shares to be sold pursuant to the registration statement.
FTNC has agreed to bear all expenses (other than selling commissions and
fees) in connection with the registration and sale of the Shares being offered
by the Selling Shareholders. See "Sale of the Shares." FTNC has filed with the
Commission a Registration Statement on Form S-3 under the Securities Act with
respect to the resale of the Shares from time to time in the over-the-counter
market or in negotiated transactions and has agreed to prepare and file such
amendments and supplements to the Registration Statement as may be necessary to
keep the Registration Statement effective until the earliest of (i) January 3,
1997, (ii) the completion of two offerings under the Registration Statement, or
(iii) the date as of which fewer than 10% of the initial number of Shares are
held by the Selling Shareholders. This Prospectus forms a part of such
Registration Statement.
SALE OF THE SHARES
The sale of the Shares by the Selling Shareholders may be effected from
time to time in transactions in the over-the-counter market, in negotiated
transactions or through a combination of such methods of sale, at fixed
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<PAGE> 6
prices, which may be changed, at market prices prevailing at the time of the
sale, at prices related to such prevailing market prices or at negotiated
prices. The Selling Shareholders may effect such transactions by selling the
Shares to or through broker- dealers, and such broker-dealers may receive
compensation in the form of discounts, concessions or commissions from the
Selling Shareholders and/or the purchasers of the Shares for which such
broker-dealers may act as agents or to whom they sell as principals, or both
(which compensation as to a particular broker-dealer may be in excess of
customary compensation). The Shares may be sold either pursuant to this
Prospectus or pursuant to Rules 145 and 144 promulgated under the Securities
Act of 1933, as amended.
The Selling Shareholders and any broker-dealers who act in connection with
the sale of the Shares hereunder may be deemed to be "underwriters" within the
meaning of Section 2(11) of the Securities Act, and any commissions received by
them and profit on any resale of the Shares as principals might be deemed to be
underwriting discounts and commissions under the Securities Act.
DESCRIPTION OF FTNC CAPITAL STOCK
The following summaries of certain provisions of the Restated Charter, as
amended (the "Charter"), and Bylaws, as amended, of FTNC, the Rights Plan
(defined below) and the Indenture (defined below) do not purport to be
complete, are qualified in their entirety by reference to such instruments,
each of which is an exhibit to the Registration Statement of which this
Prospectus is a part, and are subject, in all respects, to applicable Tennessee
law.
AUTHORIZED CAPITAL STOCK
The authorized capital stock of FTNC currently consists of 5,000,000
shares of Preferred Stock, without par value ("Preferred Stock"), which may be
issued from time to time by resolution of the FTNC Board and 100,000,000 shares
of FTNC Common Stock. As of March 23, 1995, there were 34,214,707 shares
of FTNC Common Stock and no shares of Preferred Stock outstanding. Also,
approximately 3.3 million shares of FTNC Common Stock were reserved for issuance
under various employee stock plans and FTNC's dividend reinvestment plan,
approximately 2.5 million shares were reserved for issuance in connection with
pending acquisitions, the FTNC Board of Directors authorized the repurchase of
approximately 2.1 million shares of FTNC Common Stock in connection with one of
the acquisitions, and 342,147 shares of Preferred Stock were reserved for
issuance under the Rights Plan (as defined herein). Also, FTNC has on file
with the SEC an effective shelf registration statement pursuant to which it
may offer from time to time, at its discretion, senior or subordinated debt
securities, preferred stock, including depository shares, and FTNC Common
Stock at an aggregate initial offering price not to exceed $300 million.
PREFERRED STOCK
The FTNC Board is authorized, without further action by the shareholders,
to provide for the issuance of up to 5,000,000 shares of Preferred Stock,
without par value, from time to time in one or more series and, with respect to
each such series, has the authority to fix the powers (including voting power),
designations, preferences and relative, participating, optional or other
special rights and the qualifications, limitations or restrictions thereof.
Currently, no shares of Preferred Stock are outstanding.
FTNC COMMON STOCK
The FTNC Board is authorized to issue a maximum of 100,000,000 shares of
Common Stock, $2.50 par value per share. The holders of the FTNC Common Stock
are entitled to receive such dividends as may be declared by the FTNC Board
from funds legally available therefor. The holders of the outstanding shares
of FTNC Common Stock are entitled to one vote for each such share on all
matters presented to shareholders and are not entitled to cumulate votes for
the election of directors. Upon any dissolution, liquidation or winding up of
FTNC resulting in a distribution of assets to the shareholders, the holders of
FTNC Common Stock are entitled to receive such
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<PAGE> 7
assets ratably according to their respective holdings after payment of all
liabilities and obligations and satisfaction of the liquidation preferences of
any shares of Preferred Stock at the time outstanding. The shares of FTNC
Common Stock have no preemptive, redemption, subscription or conversion rights.
The shares of FTNC Common Stock will be, when issued in accordance with the
Merger Agreement, fully paid and nonassessable. Under FTNC's Charter, the FTNC
Board is authorized to issue authorized shares of FTNC Common Stock without
further action by FTNC's shareholders. However, the FTNC Common Stock is
traded in the over-the-counter market and is quoted on the Nasdaq Stock
Market's National Market, which requires shareholder approval of the issuance
of additional shares of FTNC Common Stock in certain situations. The Transfer
Agent for the Common Stock is Norwest Bank Minnesota, National Association.
The FTNC Board is divided into three classes, which results in
approximately 1/3 of the directors being elected each year. In addition, the
Charter and the Bylaws, among other things, generally give to the FTNC Board
the authority to fix the number of directors on the FTNC Board and to remove
directors from and fill vacancies on the FTNC Board, other than removal for
cause and the filling of vacancies created thereby which are reserved to
shareholders exercising at least a majority of the voting power of all
outstanding voting stock of FTNC. To change these provisions of the Bylaws,
other than by action of the FTNC Board, and to amend these provisions of the
Charter or to adopt any provision of the Charter inconsistent with such Bylaw
provisions, would require approval by the holders of at least 80% of the voting
power of all outstanding voting stock. Such classification of the FTNC Board
and such other provisions of the Charter and the Bylaws may have a significant
effect on the ability of the shareholders of FTNC to change the composition of
an incumbent FTNC Board or to benefit from certain transactions which are
opposed by the FTNC Board.
SHAREHOLDER PROTECTION RIGHTS PLAN
Each share of FTNC Common Stock has attached to it one right (a "Right")
issued pursuant to a Shareholder Protection Rights Agreement dated as of
September 7, 1989 (the "Rights Plan"). Each Right entitles its holder to
purchase 1/100th of a share of Participating Preferred Stock, without par
value, for $76.67 (the "Exercise Price"), subject to adjustment, upon the
business day following the earlier of (i) the 10th day after commencement of a
tender or exchange offer which, if consummated, would result in a person's
becoming the beneficial owner of 10% or more of the outstanding shares of FTNC
Common Stock (an "Acquiring Person") and (ii) the first date (the "Flip-in
Date") of public announcement that a person has become an Acquiring Person.
The Rights will expire on the earliest of (i) the Exchange Time (defined
below), (ii) September 18, 1999 and (iii) the date on which the Rights are
redeemed as described below. The FTNC Board may, at its option, at any time
prior to the Flip-in Date, redeem all the Rights at a price of $.01 per Right.
If a Flip-in Date occurs, each Right (other than Rights beneficially owned
by the Acquiring Person or its affiliates, associates or transferees, which
Rights will become void), to the extent permitted by applicable law, will
constitute the right to purchase shares of FTNC Common Stock or Participating
Preferred Stock having an aggregate market price equal to twice the Exercise
Price for an amount in cash equal to the then-current Exercise Price. In
addition, the FTNC Board may, at its option, at any time after a Flip-in Date
and prior to the time that an Acquiring Person becomes the beneficial owner of
more than 50% of the outstanding shares of FTNC Common Stock, elect to exchange
the Rights (other than Rights beneficially owned by the Acquiring Person) for
shares of FTNC Common Stock at an exchange ratio of one share of FTNC Common
Stock per Right (the "Exchange Time").
FTNC may not agree to be acquired by an Acquiring Person without providing
that each Right, upon such acquisition, will constitute the right to purchase
common stock of the Acquiring Person having an aggregate market price equal to
twice the Exercise Price for an amount in cash equal to the then-current
Exercise Price.
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<PAGE> 8
The Rights will not prevent a takeover of FTNC. The Rights, however, may
have certain anti-takeover effects. The Rights may cause substantial dilution
to a person or group that acquires 10% or more of the outstanding FTNC Common
Stock unless the Rights are first redeemed by the FTNC Board.
SUBORDINATED CAPITAL NOTES DUE 1999
On June 10, 1987, FTNC issued $75,000,000 principal amount of 10 3/8%
Subordinated Capital Notes Due 1999 (the "Capital Notes"). The Capital Notes
currently constitute Tier 2 capital under the Federal Reserve Board's
risk-based capital guidelines. Pursuant to the Indenture, dated as of June 1,
1987 (the "Indenture"), between FTNC and BankAmerica National Trust Company,
formerly Security Pacific National Trust Company (New York), Trustee, at
maturity the Capital Notes are required to be exchanged for Common Stock,
Preferred Stock or certain other eligible capital securities to be issued by
FTNC ("Capital Securities") having a market value equal to the principal amount
of the Capital Notes, except to the extent that FTNC, at its option, shall
elect to pay in cash such principal amount from amounts representing proceeds
of other issuances of Capital Securities designated for such use.
USE OF PROCEEDS
None of the proceeds from the sale of the Shares by the Selling
Shareholders will be received by FTNC.
LEGAL MATTERS
A legal opinion to the effect that the Shares and associated Rights
offered hereby, when sold, will be validly issued, fully paid and
nonassessable, has been rendered by Clyde A. Billings, Jr., Vice President and
Counsel, FTNC. Mr. Billings beneficially owns approximately 10,800 shares of
FTNC Common Stock.
EXPERTS
The consolidated financial statements of FTNC and its subsidiaries
incorporated by reference in FTNC's Annual Report on Form 10-K for the year
ended December 31, 1994 have been audited by Arthur Andersen LLP, independent
public accountants, as set forth in their report thereon dated January 17,
1995, included therein and incorporated herein by reference. Such consolidated
financial statements are incorporated herein by reference in reliance on such
report given upon the authority of such firm as experts in accounting and
auditing.
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<PAGE> 9
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
<TABLE>
<S> <C>
Registration fee to the SEC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $11,715
Printing expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,000
Accounting fees and expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,000
Legal fees and expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0
Miscellaneous expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 285
----
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $19,000
=======
</TABLE>
All fees and expenses are estimates except for the registration fee to
the SEC.
Item 15. 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 for breach of the duty of care. FTNC has adopted the
provisions of the statute in 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 FTNC Board, and advance expenses, to the maximum
extent not prohibited by law. In accordance with the foregoing, the FTNC Board
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 16. Exhibits
Exhibits
Number Description
4(a) Restated Charter, as amended, of the Registrant (incorporated
by reference to Exhibit 3(i) to FTNC's Registration Statement
on Form S-4 (No. 33-53331) filed April 28, 1994)
4(b) Bylaws, as amended, of the Registrant (incorporated by
reference to Exhibit 3(ii) to FTNC's Annual Report on Form
10-K for the year ended December 31, 1994)
4(c) Form of Common Stock Certificate, incorporated by reference to
Exhibit 4(a) to FTNC's registration statement on Form S-4 (No.
33-51223), filed November 30, 1993
II-1
<PAGE> 10
4(d) Shareholder Protection Rights Agreement, dated as of September
7, 1989, between FTNC and FTB as Rights Agent, incorporated by
reference to FTNC's Registration Statement on Form 8-A, filed
September 8, 1989
4(e) Indenture, dated as of June 1, 1987, between FTNC and Security
Pacific National Trust Company (New York), Trustee
incorporated by reference to FTNC's Annual Report on Form 10-K
for the fiscal year ended December 31, 1991
4(f) FTNC and certain of its consolidated subsidiaries have
outstanding certain long-term debt. See Note 12 in FTNC's
1994 Annual Report to Shareholders. None of such debt exceeds
10% of the total assets of FTNC 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. FTNC agrees to furnish copies of
such instruments to the SEC upon request.
*5 Opinion Regarding Legality
23(a) Consent of Arthur Andersen LLP
*23(b) Consent of Baylor and Backus
*23(c) Consent of Clyde A. Billings, Jr. included in Exhibit 5
23(d) Consent of Ernst and Young LLP.
*24 Powers of Attorney
*99 Registration Rights Agreement dated as of January 3, 1995 by
and among First Tennessee National Corporation and the Selling
Shareholders
- -------------------------
* Previously filed.
Item 17. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers or sales of the
securities 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 any facts or events arising after the effective
date (or most recent post-effective amendment) 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 or any material
change to such information set forth 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, 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.
II-2
<PAGE> 11
(2) that, for the purpose of determining any liability under the
Securities Act of 1933, each 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) 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 for 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.
(c) 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.
II-3
<PAGE> 12
SIGNATURES
Pursuant to the requirement 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 Amendment to its
Registration Statement on Form S-3 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Memphis, State of
Tennessee, on April 11, 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 Amendment to
the Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
Ralph Horn* Chief Executive Officer April 11, 1995
- ----------------------------------- (principal executive officer)
Ralph Horn and a Director
Elbert L. Thomas, Jr. Senior Vice President and April 11, 1995
- ---------------------------------- Chief Financial Officer (principal
Elbert L. Thomas, Jr. financial officer)
James F. Keen* Senior Vice President and April 11, 1995
- ---------------------------------- Controller (principal
James F. Keen accounting officer)
Jack A. Belz* Director April 11, 1995
- ----------------------------------
Jack A. Belz
Robert C. Blattberg* Director April 11, 1995
- ----------------------------------
Robert C. Blattberg
J. R. Hyde, III* Director April 11, 1995
- ----------------------------------
J. R. Hyde, III
R. Brad Martin* Director April 11, 1995
- ----------------------------------
R. Brad Martin
Joseph Orgill, III* Director April 11, 1995
- ----------------------------------
Joseph Orgill, III
Richard E. Ray* Director April 11, 1995
- ----------------------------------
Richard E. Ray
Vicki G. Roman* Director April 11, 1995
- ----------------------------------
Vicki G. Roman
</TABLE>
II-4
<PAGE> 13
<TABLE>
<S> <C> <C>
Michael D. Rose* Director April 11, 1995
- ----------------------------------
Michael D. Rose
William B. Sansom* Director April 11, 1995
- ----------------------------------
William B. Sansom
Gordon P. Street* Director April 11, 1995
- ----------------------------------
Gordon P. Street
Ronald Terry* Director April 11, 1995
- ----------------------------------
Ronald Terry
By: Clyde A. Billings, Jr. April 11, 1995
---------------------------------
Clyde A. Billings, Jr.
*As Attorney-in-Fact
</TABLE>
[The Power of Attorney was previously filed as Exhibit 24.]
II-5
<PAGE> 14
Exhibit Table
-------------
<TABLE>
<CAPTION>
Exhibit Number
- --------------
Description
-----------
<S> <C>
4(a) Restated Charter of FTNC, as amended, attached as Exhibit 3(i) to FTNC's registration statement on
Form S-4 (N0. 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) Form of Common Stock Certificate, incorporated herein by reference to exhibit 4(a) to FTNC's
registration statement on Form S-4 (No. 33-51223) filed November 30, 1993.
4(d) Shareholder Protection Rights Agreement, dated as of September 7, 1989, between FTNC and FTB as
Rights Agent, incorporated by reference to FTNC's Registration Statement on Form 8-A, filed
September 8, 1989.
4(e) Indenture, dated as of June 1, 1987, between FTNC and Security Pacific National Trust Company (New
York), Trustee incorporated by reference to FTNC's Annual Report on Form 10-K for the fiscal year
ended December 31, 1991.
4(f) FTNC and certain of its consolidated subsidiaries have outstanding certain long-term debt. See
Note 12 in FTNC's 1994 Annual Report to Shareholders. None of such debt exceeds 10% of the total
assets of FTNC 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. FTNC
agrees to furnish copies of such instruments to the SEC upon request.
*5 Opinion Regarding Legality*
23(a) Consent of Arthur Andersen LLP
*23(b) Consent of Baylor and Backus*
*23(c) Consent of Clyde A. Billings, Jr. included in Exhibit 5
23(d) Consent of Ernst & Young LLP
*24 Powers of Attorney*
*99 Registration Rights Agreement dated as of January 3, 1995 by and among FTNC and the selling
shareholders*
</TABLE>
- -----------------------------
* Previously filed.
<PAGE> 1
Exhibit 23(a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-3 of our report dated
January 17, 1995, incorporated by reference 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
April 4, 1995
<PAGE> 1
Exhibit 23 (d)
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the pre-effective Amendment
No. 1 to the Registration Statement (Form S-3) and related Prospectus of First
Tennessee National Corporation for the registration of 841,341 shares of its
common stock of our report dated March 19, 1993, with respect to the
consolidated financial statements of Maryland National Mortgage Corporation for
the year ended December 31, 1992, included in Form 8-K, dated October 1, 1993,
of First Tennessee National Corporation, filed with the Securities and Exchange
Commission.
Ernest & Young LLP
Baltimore, Maryland
April 5, 1995
