<PAGE> 1
As filed with the Securities and Exchange Commission on January 11, 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)
NON-EMPLOYEE DIRECTORS' DEFERRED COMPENSATION STOCK OPTION PLAN
OF FIRST TENNESSEE NATIONAL CORPORATION
(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 Amount to be Proposed Maximum Proposed Maximum Amount of
Securities to be Registered Offering Price per Aggregate Offering Registration Fee
Registered Share(1) Price(1) (1)
<S> <C> <C> <C> <C>
Common Stock and 225,000 $40.00 $9,000,000 $3,104
Associated Rights
</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
January 6, 1995.
<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 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 January 1, 1995, the number of
shares, including options, beneficially owned was approximately 10,400.
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
II-1
<PAGE> 3
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 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, and in accordance with the foregoing, the
Board of Directors is authorized to enter into individual indemnity agreements
with the directors and such officers. Contracts 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 Quarterly Report on Form 10-Q for the quarter ended
September 30, 1994 and incorporated herein by reference.
4(c) Form of Common Stock Certificate, attached as Exhibit 4(a) to
FTNC's registration statement on Form S-4 (No. 33-51223) filed
November 30, 1993 and incorporated herein by reference.
4(d) 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.
4(e) Copy of Non-Employee Directors' Deferred Compensation Stock
Option Plan of First Tennessee National Corporation.
5 Opinion of Clyde A. Billings, Jr. as to 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
above).
24 Powers of Attorney.
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
II-2
<PAGE> 4
(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;
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
II-3
<PAGE> 5
by it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
II-4
<PAGE> 6
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 January 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
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* Chief Executive Officer January 11, 1995
-------------------------- (Principal Executive Officer)
Ralph Horn and a Director
Susan Schmidt Bies* Executive Vice President January 11, 1995
------------------------ and Chief Financial Officer
Susan Schmidt Bies (principal financial officer)
James F. Keen* Senior Vice President January 11, 1995
------------------------ and Controller (principal
James F. Keen accounting officer)
Jack A. Belz* Director January 11, 1995
---------------------------
Jack A. Belz
Robert C. Blattberg* Director January 11, 1995
--------------------------
Robert C. Blattberg
J. R. Hyde, III* Director January 11, 1995
---------------------------
J. R. Hyde, III
R. Brad Martin* Director January 11, 1995
---------------------------
R. Brad Martin
Joseph Orgill, III* Director January 11, 1995
----------------------------
Joseph Orgill, III
Richard E. Ray* Director January 11, 1995
----------------------------
Richard E. Ray
Vicki G. Roman* Director January 11, 1995
----------------------------
Vicki G. Roman
</TABLE>
II-5
<PAGE> 7
<TABLE>
<S> <C> <C>
Michael D. Rose* Director January 11, 1995
---------------------------
Michael D. Rose
William B. Sansom* Director January 11, 1995
---------------------------
William B. Sansom
Gordon P. Street, Jr.* Director January 11, 1995
----------------------------
Gordon P. Street, Jr.
Ronald Terry* Director January 11, 1995
----------------------------
Ronald Terry
By:Clyde A. Billings, Jr. January 11, 1995
-------------------------
Clyde A. Billings, Jr.
*As Attorney-in-Fact
</TABLE>
II-6
<PAGE> 8
EXHIBIT INDEX
Exhibit Table No.
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 Quarterly Report on Form 10-Q for the quarter ended
September 30, 1994 and incorporated herein by reference.
4(c) Form of Common Stock Certificate, attached as Exhibit 4(a) to
FTNC's registration statement on Form S-4 (No. 33-51223) filed
November 30, 1993 and incorporated herein by reference.
4(d) 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.
4(e) Copy of Non-Employee Directors' Deferred Compensation Stock
Option Plan of First Tennessee National Corporation.
5 Opinion of Clyde A. Billings, Jr. as to 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 opinion filed
as Exhibit 5).
24 Powers of Attorney.
<PAGE> 1
EXHIBIT 4(e)
FIRST TENNESSEE NATIONAL CORPORATION
NON-EMPLOYEE DIRECTORS' DEFERRED
COMPENSATION STOCK OPTION PLAN
1. PURPOSE. The Non-Employee Directors' Deferred Compensation Stock
Option Plan of the First Tennessee National Corporation has been
adopted to advance the interests of shareholders by encouraging
non-employee members of the Board of Directors to acquire proprietary
interests in the Company in the form of Stock Options granted in lieu
of Retainer/Fees that otherwise would have been paid in cash for
serving on the Board of Directors or any committee thereof.
2. DEFINITIONS. As used in the Plan, the following terms shall have the
respective meanings set forth below:
(a) "Board" means the Board of Directors of the Company.
(b) "Common Stock" means the common stock, par value $2.50 per
share, of the Company.
(c) "Company" means the First Tennessee National Corporation, a
corporation established under the laws of the State of
Tennessee.
(d) "Deferred Compensation Stock Option" or "Stock Option" means a
right granted at the election of a Non-Employee Director
pursuant to Section 6.
(e) "Disability" means total and permanent disability, which if
the Participant were an employee of the Company, would be
treated as a total and permanent disability under the terms of
the Company's long-term disability plan for employees, as may
be in effect from time to time.
(f) "Early Retirement" means retirement from Board service after
the age of 55 with 120 or more full months of aggregate Board
service.
(g) "Fair Market Value" means the average of the high and low
sales prices at which shares of Common Stock are traded, as
publicly reported by the Wall Street Journal, on the
applicable date or, if there were no sales of Common Stock
reported for such date, the last prior date for which a sale
is reported.
(h) "Grant Date" means the applicable date, as specified in
Section 7, on which a Stock Option is granted to a Non-
Employee Director by reason of an election made pursuant to
Section 6.
<PAGE> 2
(i) "Non-Employee Director" means a member of the Board who is not
an employee of the Company or any subsidiary or affiliate of
the Company at the time such person elects to receive
Retainer/Fees in the form of Stock Options.
(j) "Normal Retirement" means the date at which any Non-Employee
Director is no longer qualified to serve on the Board based on
the then-current retirement age policy contained in the
Company's by-laws or, if not in the by-laws, as adopted by the
Board.
(k) "Participant" means a person who has received one or more
Stock Options or the legal representative, heir or estate of
such person.
(l) "Plan" means the Non-Employee Directors' Deferred Compensation
Stock Option Plan.
(m) "Retainer/Fees" means the retainer and meeting attendance fees
payable to a Non-Employee Director for service as member of
the Board and/or member of any committee of the Board.
(n) "1934 Act" means the Securities Exchange Act of 1934, as
amended from time to time.
3. EFFECTIVE DATE. The Plan shall be effective on the date it is
approved by the shareholders of the Company and shall remain in effect
through the last Grant Date occurring in calendar year 1999, unless
the Plan is terminated by the Board earlier than such date subject to
the provisions of Section 11. If shareholder approval is not obtained
by June 30, 1995, the Plan shall be nullified and all elections to
receive Stock Options shall be rescinded and all Non-Employee
Directors shall receive cash equal to all Retainer/Fees that had been
the subject of an election hereunder. Upon termination of the Plan,
the applicable terms of the Plan shall continue to apply to all Stock
Options which are outstanding on the date the Plan is terminated and
to any Stock Options which are granted subsequent to such date
pursuant to Section 11.
4. PLAN OPERATION. The Plan is intended to meet the requirements of a
"formula" plan" for purposes of Rule 16b-3 under the 1934 Act as
currently applicable to the Plan and accordingly is intended to be
self-governing. To this end the Plan is expected to require no
discretionary action by any administrative body except as contemplated
by Section 5(b). However, should any questions of interpretation
arise, they shall be resolved by the Human Resources Committee of the
Board or such other Committee as the Board may from time to time
designate. The Plan shall be interpreted to comply with Rule 16b-3
under the 1934 Act, as then applicable to the Company's employee
benefit plans, and any action under this Plan that would be
inconsistent with the requirements of Rule 16b-3 as then applicable
shall be null and void.
2
<PAGE> 3
5. COMMON STOCK AVAILABLE FOR STOCK OPTIONS.
(a) A maximum of 225,000 shares of Common Stock may be issued upon
the exercise of Stock Options granted under the Plan. Shares
of Common Stock shall not be deemed issued until the
applicable Stock Option has been exercised and, accordingly,
any shares of Common Stock represented by Stock Options which
expire unexercised or which are cancelled shall remain
available for issuance under the Plan.
(b) The Board, as it deems appropriate to preserve Particpant's
benefits and to meet the intent of the Plan, may make
equitable adjustments to the number of shares available under
the Plan and covered by outstanding Stock Options and to the
exercise prices of outstanding Stock Options in the event of
any change in capitalization or similar action affecting
Common Stock. Such actions may include, but are not limited
to, any stock dividend, stock split, combination or exchange
of shares, merger, consolidation, recapitalization, spin-off
or other distribution (other than normal cash dividends) of
Company assets to shareholders, or any other change affecting
the Common Stock.
6. ELECTIONS TO RECEIVE STOCK OPTIONS. Each Non-Employee may make a
one-time irrevocable election to receive Stock Options under the Plan,
provided that such election conforms to the following:
(a) Each Non-Employee Director serving as of January 1, 1995, must
make his or her election under the Plan no later than January
31, 1995. Such election, if any, shall be applicable to
Retainer/Fees otherwise payable to such Non-Employee Director
for service from February 1, 1995 through December 31, 1999,
subject to the requirements of Section 9.
(b) Each Non-Employee Director who is newly appointed or elected
to the Board after January 1, 1995, must make his or her
election, if any, under the Plan no later than 30 days
following the commencement of such person's Board service.
Such election, if any, shall be applicable to Retainer/Fees
earned by such Non-Employee Director from the date of such
election through December 31, 1999, subject to the
requirements of Section 9. The above notwithstanding, no
election under the Plan shall be permitted after June 30,
1999.
(c) In making an irrevocable election to receive Retainer/Fees in
the form of Stock Options, the Non-Employee Director must
designate that the election is for all or a specified portion
of the Retainer/Fees payable to him or her through December
31, 1999.
3
<PAGE> 4
7. EFFECTIVE GRANT DATES.
(a) The Grant Dates for Stock Options granted pursuant to an
election covered by Section 6(a) made by a Non-Employee
Director serving on the Board as of January 1, 1995 shall be
June 30 and December 31 for each of the calendar years such
election is in effect.
(b) The Grant Dates for Stock Options granted pursuant to an
election covered by Section 6(b) made by a Non-Employee
Director elected or appointed to the Board after January 1,
1995, shall be:
(i) For the initial Stock Option granted, the earliest
calendar date specified by Section 7(a) to occur
after such election, or, if then required by Rule
16b-3 under the 1934 Act as then applicable to the
Plan, the last day of the second full calendar
quarter of Board service after an election pursuant
to Section 6 has been made.
(ii) For all Stock Options granted subsequent to the
initial Stock Option, each subsequent June 30 and
December 31 for each of the calendar years such
election is in effect.
8. STOCK OPTION GRANTS. Stock Options granted under the Plan shall have
the following terms and conditions:
(a) Each Stock Option shall have a per share exercise price equal
to 85% of the Fair Market Value on the Grant Date.
(b) Each Stock Option shall cover the number of shares determined
by the following formula:
Amount of Retainer/Fees Earned
------------------------------ = Number of Common Shares
Fair Market Value - 85% x Fair Market Value
If the number of Common Shares resulting from this calculation
is not a whole number, the amount will be rounded up to the
next whole number. The "Amount of Retainer/Fees Earned" for
purposes of this calculation shall be such amount as was
payable to the Participant since the prior applicable Grant
Date or since February 1, 1995, in the case of an election
pursuant to Section 6(a), or the date of the election in the
case of an election pursuant to Section 6(b).
(c) Each Stock Option shall expire on the twentieth anniversary of
its Grant Date, subject to earlier or later expiration in
accordance with Section 9.
4
<PAGE> 5
(d) Each Stock Option shall be immediately exercisable upon grant,
except, however, that the Board may postpone the exercise of a
Stock Option during such period of time that is deemed
reasonably necessary to prevent any acts or omissions that the
Board reasonably believes could result in the violation of any
state or federal law.
9. TERMINATION OF BOARD SERVICE.
(a) If a Non-Employee Director terminates Board service for any
reason (or becomes an employee of the Company) prior to a
Grant Date upon which he or she would otherwise receive a
Stock Option under the Plan, no future Stock Options shall be
granted to him or her and any Retainer/Fees that have been
earned, but which were to be paid in the form of a Stock
Option will be paid in cash instead.
(b) If a Participant terminates Board service with less than 120
full months of aggregate Board service or prior to Normal or
Early Retirement for any reason other than death or
Disability, all outstanding Stock Options held by such
Participant shall expire on the first anniversary of such
person's termination of Board service.
(c) If a Participant terminates Board service due to death,
Disability or because of Normal or Early Retirement, each
outstanding Stock Option held by such Participant shall
terminate at the earlier of the fifth anniversary of such
Participant's termination of Board service or the end of the
term of the Stock Option.
(d) The above notwithstanding, any Stock Option held by a
Participant at the time of the Participant's death shall
expire on the later of the date provided for by Section 9(b)
or 9(c), or the first anniversary of the Participant's death.
10. EXERCISE PAYMENT. A Stock Option, or portion thereof, may be
exercised by written notice of the exercise delivered to the Human
Resources Committee of the Board, or its designee, accompanied by
payment of the exercise price. Such payment may be made by cash,
personal check or Common Stock already owned by the Participant,
valued at the Fair Market Value on the date of exercise, or a
combination of such payment methods. As soon as practicable after
notice of exercise and receipt of full payment for shares of Common
Stock being acquired, the Company shall deliver a certificate to the
Participant representing the Common Stock purchased through the Stock
Option.
11. TERMINATION, SUSPENSION AND AMENDMENT OF THE PLAN. The Board may at
any time terminate, suspend or amend the Plan, except that the Plan
may not be amended in any manner which knowingly would: (a) cause the
Plan not to comply with Rule 16b-3 under the 1934 Act as then
applicable to the Company's employee benefit
5
<PAGE> 6
plans; (b) cause Participants not to be deemed "disinterested persons"
for purposes of Rule 16b-3 under the 1934 Act as then applicable to
the Company's employee benefits plans; or (c) adversely affect a
Participant's rights under the Plan, without the consent of the
Participant. If the Plan is terminated or suspended prior to December
31, 1999, any Retainer/Fees which have been earned but not paid as of
the effective date of termination of the Plan and which are the
subject of an election pursuant to Section 6, will be delivered in the
form of Stock Options on the appropriate Grant Date, notwithstanding
that such date is subsequent to the date the Plan has otherwise been
terminated or suspended.
12. GENERAL PROVISIONS.
(a) Stock Options shall not be transferable or assignable other
than by (a) will or the laws of descent and distribution, or
(b) to the extent permitted by Rule 16b-3 under the 1934 Act
as then applicable to the Company's employee benefits plans,
by gift or other transfer to either (i) any trust or estate in
which the original award recipient or such person's spouse or
other immediate relative has a substantial beneficial interest
or (ii) a spouse or other immediate relative, provided that
such a transfer will continue to require such Stock Options to
be disclosed pursuant to Item 403 of Regulation S-K under the
Securities Act of 1933, as amended from time to time.
(b) Stock Options shall be evidenced by written agreements or such
other appropriate documentation prescribed by the Human
Resources Committee of the Board or its designee.
(c) Neither the Plan nor the granting of Stock Options nor any
other action taken pursuant to the Plan, shall constitute or
be evidence of any agreement or understanding, express or
implied, that the Company shall retain the services of a
Participant for any period of time or at any particular rate
of compensation as a member of the Board. Nothing in the Plan
shall in any way limit or affect the right of the Board or the
shareholders of the Company to remove any Participant from the
Board or otherwise terminate his or her service as a member of
the Board.
(d) The validity, construction and effect of the plan and any such
actions taken under or relating to the Plan shall be
determined in accordance with the laws of the State of
Tennessee and applicable federal law.
6
<PAGE> 1
EXHIBIT 5
CLYDE A. BILLINGS, JR.
Vice President and Counsel
FIRST TENNESSEE NATIONAL CORPORATION
P. O. Box 84
Memphis, TN 38103
(901) 523-5679
Cable FIRBANK
January 11, 1995
Board of Directors
First Tennessee National Corporation
165 Madison Avenue
Memphis, TN 38103
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 225,000 shares (the
"Securities") of Common Stock, par value $2.50 per share, of the Company, 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 non-employee directors of the Company who participate in the
Company's Non-Employee Directors' Deferred Compensation Stock Option Plan (the
"Plan") upon the valid exercise of stock options that may be granted to them
pursuant to 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, it is my opinion that:
1. Securities subject to options which in the future are validly
granted pursuant to the terms of the Plan will, when validly
issued pursuant to the terms of the Plan, be validly issued,
fully paid and non-assessable.
2. When the Securities have been validly issued, the rights
attributable to the Securities will be validly issued.
<PAGE> 2
Board of Directors
Page 2
January 11, 1995
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 Prospectus that is a
part of 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 ACCOUNTANTS
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 18, 1994, incorporated by reference in First Tennessee National
Corporation's Form 10-K for the year ended December 31, 1993, and to all
references to our firm included in this registration statement.
Arthur Andersen LLP
Memphis, Tennessee
January 11, 1995
<PAGE> 1
EXHIBIT 23(b)
BAYLOR AND BACKUS
CERTIFIED PUBLIC ACCOUNTANTS
2112 NORTH ROAN STREET
FIRST TENNESSEE 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 by
reference in this registration statement on Form S-8 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, incorporated by reference in First Tennessee National
Corporation's Form 10-K for the year ended December 31, 1993, and to all
references to our firm included in this registration statement.
Baylor and Backus
-----------------
Baylor and Backus
Certified Public Accountants
Johnson City, Tennessee
January 11, 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 SUSAN SCHMIDT BIES, 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 its
Common Stock, par value $2.50 per share, pursuant to the Non-Employee
Directors' Deferred Compensation Stock Option Plan of the Corporation 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 Chief Executive Officer January 11, 1995
------------------------ (principal executive officer)
Ralph Horn and a Director
Susan Schmidt Bies Executive Vice President January 11, 1995
------------------------ and Chief Financial Officer
Susan Schmidt Bies (principal financial officer)
James F. Keen Senior Vice President and January 11, 1995
------------------------ Controller (principal
James F. Keen accounting officer)
Jack A. Belz Director January 11, 1995
------------------------
Jack A. Belz
Robert C. Blattberg Director January 11, 1995
------------------------
Robert C. Blattberg
J. R. Hyde, III Director January 11, 1995
------------------------
J. R. Hyde, III
R. Brad Martin Director January 11, 1995
------------------------
R. Brad Martin
Joseph Orgill, III Director January 11, 1995
------------------------
Joseph Orgill, III
Richard E. Ray Director January 11, 1995
------------------------
Richard E. Ray
</TABLE>
Page 1 of 2
<PAGE> 2
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
Vicki G. Roman Director January 11, 1995
---------------------------
Vicki G. Roman
Michael D. Rose Director January 11, 1995
---------------------------
Michael D. Rose
William B. Sansom Director January 11, 1995
---------------------------
William B. Sansom
Gordon P. Street, Jr. Director January 11, 1995
---------------------------
Gordon P. Street, Jr.
Ronald Terry Director January 11, 1995
---------------------------
Ronald Terry
</TABLE>
Page 2 of 2
