<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K/A
AMENDMENT NO. 1
(Mark One)
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
- or -
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Transition period from __________ to__________
Commission File Number 0-4491
FIRST TENNESSEE NATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
TENNESSEE 62-0803242
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
165 MADISON AVENUE, MEMPHIS, TENNESSEE 38103
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including Area Code: 901-523-5630
Securities registered pursuant to Section 12(b) of the Act:
NONE
Securities registered pursuant to Section 12(g) of the Act:
$0.625 PAR VALUE COMMON CAPITAL STOCK
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. X YES NO
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and
will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. X
---
At February 27, 1998, the aggregate market value of the voting stock of the
registrant held by non-affiliates of the registrant was approximately $4.06
billion.
At February 27, 1998, the registrant had 128,125,070 shares of common stock
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE:
1. Portions of Proxy Statement furnished to shareholders in connection with
Annual Meeting of Shareholders scheduled for 4/21/98 - Parts I, II, III and IV.
<PAGE> 2
PART IV
ITEM 14
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
AND REPORTS ON FORM 8-K
This item is hereby amended by adding new Exhibits 27.123195 through
27.93096, which are attached hereto, and Item 14 is hereby restated, as so
amended, in its entirety as follows:
(a) The following documents are filed as a part of this Report:
Financial Statements:
- Consolidated Statements of Condition as of December 31, 1997 and 1996
- Consolidated Statements of Income for the years ended December 31,
1997, 1996 and 1995
- Consolidated Statements of Shareholders' Equity for the years ended
December 31, 1997, 1996 and 1995
- Consolidated Statements of Cash Flows for the years ended December
31, 1997, 1996 and 1995
- Notes to the Consolidated Financial Statements
- Report of Independent Public Accountants
The consolidated financial statements of the Corporation, the notes
thereto, and the report of independent public accountants, in the
1998 Proxy Statement, as listed above, are incorporated herein by
reference.
1
<PAGE> 3
<TABLE>
<CAPTION>
Financial Statement Schedules: Not applicable.
Exhibits:
<S> <C>
(3)(i) Restated Charter of the Corporation, as amended.**
(3)(ii) Bylaws of the Corporation, as amended and restated.**
(4)(a) Amended and Restated Shareholder Protection Rights Agreement,
dated as of 9-7-89, as amended as of 1-21-97, between the
Corporation and First Tennessee Bank National Association, as
Rights Agent, including as Exhibit A the forms of Rights
Certificate and of Election to Exercise and as Exhibit B the
form of Charter Amendment designating a series of
Participating Preferred Stock of the Corporation with terms as
specified, attached as Exhibit 1 to the Corporation's
Registration Statement on Form 8-A/A filed 1-21-97, and
incorporated herein by reference.
(4)(b) Indenture, dated as of 6-1-87, between the Corporation and
Security Pacific National Trust Company (New York), Trustee,
attached as Exhibit 4(b) to the Corporation's Annual Report on
Form 10-K for the year ended 12-31-91, and incorporated herein
by reference.
(4)(c) The Corporation and certain of its consolidated subsidiaries
have outstanding certain long-term debt. See Note 10 in the
Corporation's 1998 Proxy Statement. None of such debt exceeds
10% of the total assets of the Corporation and its
consolidated subsidiaries. Thus, copies of constituent
instruments defining the rights of holders of such debt are
not required to be included as exhibits. The Corporation
agrees to furnish copies of such instruments to the Securities
and Exchange Commission upon request.
*(10)(a) Management Incentive Plan, as amended and restated.**
*(10)(b) 1997 Employee Stock Option Plan, as amended and restated.**
*(10)(c) 1989 Restricted Stock Incentive Plan, as amended (1), and
1-21-97 amendment. (4)
*(10)(d) 1992 Restricted Stock Incentive Plan, as amended and restated.**
*(10)(e) 1984 Stock Option Plan, as amended (1), and 1-21-97 amendment
(4) and 10-22-97 amendment.**
*(10)(f) 1990 Stock Option Plan, as amended (1), and 1-21-97 amendment
(4), and 10-22-97 amendment.**
*(10)(g) Survivor Benefits Plan, as amended and restated.**
*(10)(h) Amendment and Restated Directors and Executives Deferred
Compensation Plan and form of individual agreement. (4)
*(10)(i) Amended and Restated Pension Restoration Plan, as amended and
restated.**
*(10)(j) Director Deferral Agreements (2) with schedule. (3)
*(10)(k) Form of Severance Agreements dated 1-28-97. (4)
*(10)(l) 1995 Employee Stock Option Plan, as amended and restated.**
*(10)(m) Non-Employee Directors' Deferred Compensation Stock Option
Plan, as amended and restated.**
(21) Subsidiaries of the Corporation.**
(23) Accountants' Consents**
(24) Powers of Attorney**
(27) Financial Data Schedule (for SEC use only)**
(27.123195) Restated Financial Data Schedule for December 31, 1995 (for SEC use only)
(27.33196) Restated Financial Data Schedule for March 31, 1996 (for SEC use only)
(27.63096) Restated Financial Data Schedule for June 30, 1996 (for SEC use only)
(27.93096) Restated Financial Data Schedule for September 30, 1996 (for SEC use only)
(99)(a) The Corporation's Proxy Statement furnished to shareholders
in connection with Annual Meeting of Shareholders scheduled
for April 21, 1998, including Financial Information Appendix,
filed March 19, 1998, and incorporated herein by reference.
(99)(b) Annual Report on Form ll-K for the Corporation's Savings Plan
and Trust, for fiscal year ended 12-31-97, as authorized by
SEC Rule 15d-21 (to be filed as an Amendment to Form lO-K).
</TABLE>
2
<PAGE> 4
* Exhibits marked with an "*" represent a management contract
or compensatory plan or arrangement required to be filed as
an exhibit.
** Previously filed.
(1) These documents are incorporated herein by reference to the
exhibit with the corresponding number contained in the
Corporation's 1992 Annual Report on Form 10-K.
(2) This document is incorporated herein by reference to exhibits
10(k) contained in the Corporation's 1992 Annual Report on
Form 10-K.
(3) These documents are incorporated herein by reference to the
exhibit with the corresponding number contained in the
Corporation's 1995 Annual Report on Form 10-K.
(4) These documents are incorporated herein by reference to the
exhibit with the corresponding number contained in the
Corporation's 1996 Annual Report on Form 10-K.
(b) No reports on Form 8-K were filed during the fourth quarter of
1997.
3
<PAGE> 5
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this amendment to its
report to be signed on its behalf by the undersigned, thereunto duly authorized.
FIRST TENNESSEE NATIONAL CORPORATION
Date: May 13, 1998 By: Elbert L. Thomas, Jr.
----------------------
Elbert L. Thomas, Jr.,
Executive Vice President
and Chief Financial Officer
4
<PAGE> 6
EXHIBIT INDEX
<TABLE>
<CAPTION>
Item No. Description
- -------- -----------
<S> <C>
(3)(i) Restated Charter of the Corporation, as amended.**
(3)(ii) Bylaws of the Corporation, as amended and restated.**
(4)(a) Amended and Restated Shareholder Protection Rights Agreement
dated as of 9-7-89, as amended as of 1-21-97, between the
Corporation and First Tennessee Bank National Association, as
Rights Agent, including as Exhibit A the forms of Rights
Certificate and of Election to Exercise and as Exhibit B the
form of Charter Amendment designating a series of
Participating Preferred Stock of the Corporation with terms as
specified, attached as Exhibit 1 to the Corporation's
Registration Statement on Form 8-A/A filed 1-21-97, and
incorporated herein by reference.
(4)(b) Indenture, dated as of June 1, 1987, between the Corporation
and Security Pacific National Trust Company (New York),
Trustee, attached as Exhibit 4(b) to the Corporation's Annual
Report on Form 10-K for the year ended December 31, 1991, and
incorporated herein by reference.
(4)(c) The Corporation and certain of its consolidated subsidiaries
have outstanding certain long-term debt. See Note 10 in the
Corporation's 1998 Proxy Statement. None of such debt exceeds
10% of the total assets of the Corporation and its
consolidated subsidiaries. Thus, copies of constituent
instruments defining the rights of holders of such debt are
not required to be included as exhibits. The Corporation
agrees to furnish copies of such instruments to the Securities
and Exchange Commission upon request.
*(10)(a) Management Incentive Plan, as amended and restated.**
*(10)(b) 1997 Employee Stock Option Plan, as amended and restated.**
*(10)(c) 1989 Restricted Stock Incentive Plan, as amended (1), and
1-21-97 amendment. (4)
*(10)(d) 1992 Restricted Stock Incentive Plan, as amended and restated.**
*(10)(e) 1984 Stock Option Plan, as amended (1), and 1-21-97 amendment
(4) and 10-22-97 amendment.**
*(10)(f) 1990 Stock Option Plan, as amended (1), and 1-21-97 amendment
(4), and 10-22-97 amendment.**
*(10)(g) Survivor Benefits Plan, as amended and restated.**
*(10)(h) Amended and Restated Directors and Executives Deferred
Compensation Plan and form of individual agreement. (4)
*(10)(i) Amended and Restated Pension Restoration Plan, as amended and
restated.**
*(10)(j) Director Deferral Agreements (2) with schedule. (3) *(10)(k)
Form of Severance Agreements dated 1-28-97. (4)
*(10)(l) 1995 Employee Stock Option Plan, as amended and restated.**
*(10)(m) Non-Employee Directors Deferred Compensation Stock Option
Plan, as amended and restated.**
(21) Subsidiaries of the Corporation.**
(23) Accountants' Consents**
(24) Powers of Attorney**
(27) Financial Data Schedule (for SEC use only)**
(27.123195) Restated Financial Data Schedule for December 31, 1995 (for SEC use only)
(27.33196) Restated Financial Data Schedule for March 31, 1996 (for SEC use only)
(27.63096) Restated Financial Data Schedule for June 30, 1996 (for SEC use only)
(27.93096) Restated Financial Data Schedule for September 30, 1996 (for SEC use only)
(99)(a) The Corporation's Proxy Statement furnished to shareholders in
connection with Annual Meeting of Shareholders scheduled for
April 21, 1998, including Financial Information Appendix, filed
March 19, 1998, and incorporated herein by reference.
(99)(b) Annual Report on Form ll-K for the Corporation's Savings Plan
and Trust, for fiscal year ended December 31, 1997, as
authorized by SEC Rule 15d-21 (to be filed as an amendment to
Form 10-K).
</TABLE>
* Exhibits marked with an "*" represent a management contract or
compensatory plan or arrangement required to be filed as an exhibit.
** Previously filed.
(1) These documents are incorporated herein by reference to the exhibit
with the corresponding number contained in the Corporation's 1992
Annual Report on Form 10-K.
(2) This document is incorporated herein by reference to exhibits 10(k)
contained in the Corporation's 1992 Annual Report on Form 10-K.
(3) These documents are incorporated herein by reference to the exhibit
with the corresponding number contained in the Corporation's 1995
Annual Report on Form 10-K.
(4) These documents are incorporated herein by reference to the exhibit
with the corresponding number contained in the Corporation's 1996
Annual Report on Form 10-K.
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FIRST
TENNESSEE NATIONAL CORPORATION'S DECEMBER 31, 1995, FINANCIAL STATEMENTS FILED
IN ITS 10-K AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCES TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> DEC-31-1995
<CASH> 710,870
<INT-BEARING-DEPOSITS> 2,119
<FED-FUNDS-SOLD> 54,978
<TRADING-ASSETS> 182,655
<INVESTMENTS-HELD-FOR-SALE> 2,036,668
<INVESTMENTS-CARRYING> 74,731
<INVESTMENTS-MARKET> 75,750
<LOANS> 8,122,466
<ALLOWANCE> 112,567
<TOTAL-ASSETS> 12,076,882
<DEPOSITS> 8,582,197
<SHORT-TERM> 1,760,745
<LIABILITIES-OTHER> 600,699
<LONG-TERM> 260,017
0
0
<COMMON> 83,973
<OTHER-SE> 789,251
<TOTAL-LIABILITIES-AND-EQUITY> 12,076,882
<INTEREST-LOAN> 665,727
<INTEREST-INVEST> 135,451
<INTEREST-OTHER> 21,350
<INTEREST-TOTAL> 322,528
<INTEREST-DEPOSIT> 305,042
<INTEREST-EXPENSE> 431,875
<INTEREST-INCOME-NET> 390,653
<LOAN-LOSSES> 20,592
<SECURITIES-GAINS> 2,444
<EXPENSE-OTHER> 613,667
<INCOME-PRETAX> 252,957
<INCOME-PRE-EXTRAORDINARY> 164,888
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 164,888
<EPS-PRIMARY> 2.42
<EPS-DILUTED> 2.40
<YIELD-ACTUAL> 3.92
<LOANS-NON> 19,040
<LOANS-PAST> 33,273
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 66,621
<ALLOWANCE-OPEN> 109,859
<CHARGE-OFFS> 35,231
<RECOVERIES> 14,715
<ALLOWANCE-CLOSE> 112,567
<ALLOWANCE-DOMESTIC> 112,567
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FIRST
TENNESSEE NATIONAL CORPORATION'S MARCH 31,1996 FINANCIAL STATEMENTS FILED IN ITS
10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCES TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
<CASH> 658,101
<INT-BEARING-DEPOSITS> 1,628
<FED-FUNDS-SOLD> 52,063
<TRADING-ASSETS> 358,212
<INVESTMENTS-HELD-FOR-SALE> 2,153,053
<INVESTMENTS-CARRYING> 72,296
<INVESTMENTS-MARKET> 73,688
<LOANS> 8,464,115
<ALLOWANCE> 114,631
<TOTAL-ASSETS> 12,818,432
<DEPOSITS> 8,752,587
<SHORT-TERM> 2,199,767
<LIABILITIES-OTHER> 804,464
<LONG-TERM> 258,633
0
0
<COMMON> 84,244
<OTHER-SE> 798,737
<TOTAL-LIABILITIES-AND-EQUITY> 12,818,432
<INTEREST-LOAN> 179,048
<INTEREST-INVEST> 33,439
<INTEREST-OTHER> 5,165
<INTEREST-TOTAL> 217,652
<INTEREST-DEPOSIT> 79,136
<INTEREST-EXPENSE> 112,274
<INTEREST-INCOME-NET> 105,378
<LOAN-LOSSES> 8,033
<SECURITIES-GAINS> 258
<EXPENSE-OTHER> 175,586
<INCOME-PRETAX> 58,336
<INCOME-PRE-EXTRAORDINARY> 37,441
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 37,441
<EPS-PRIMARY> .56
<EPS-DILUTED> .55
<YIELD-ACTUAL> 3.94
<LOANS-NON> 12,984
<LOANS-PAST> 35,593
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 69,498
<ALLOWANCE-OPEN> 112,567
<CHARGE-OFFS> 8,850
<RECOVERIES> 2,881
<ALLOWANCE-CLOSE> 114,631
<ALLOWANCE-DOMESTIC> 114,631
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FIRST
TENNESSEE NATIONAL CORPORATION'S JUNE 30, 1996, FINANCIAL STATEMENTS FILED IN
ITS 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCES TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<CASH> 674,458
<INT-BEARING-DEPOSITS> 1,642
<FED-FUNDS-SOLD> 104,257
<TRADING-ASSETS> 196,821
<INVESTMENTS-HELD-FOR-SALE> 2,176,485
<INVESTMENTS-CARRYING> 71,599
<INVESTMENTS-MARKET> 71,870
<LOANS> 7,487,691
<ALLOWANCE> 116,478
<TOTAL-ASSETS> 12,954,957
<DEPOSITS> 8,972,378
<SHORT-TERM> 2,117,889
<LIABILITIES-OTHER> 715,029
<LONG-TERM> 257,327
0
0
<COMMON> 83,903
<OTHER-SE> 808,431
<TOTAL-LIABILITIES-AND-EQUITY> 12,954,957
<INTEREST-LOAN> 363,287
<INTEREST-INVEST> 68,992
<INTEREST-OTHER> 11,347
<INTEREST-TOTAL> 443,626
<INTEREST-DEPOSIT> 159,149
<INTEREST-EXPENSE> 225,294
<INTEREST-INCOME-NET> 218,332
<LOAN-LOSSES> 15,592
<SECURITIES-GAINS> 310
<EXPENSE-OTHER> 343,583
<INCOME-PRETAX> 125,454
<INCOME-PRE-EXTRAORDINARY> 79,788
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 79,788
<EPS-PRIMARY> 1.19
<EPS-DILUTED> 1.17
<YIELD-ACTUAL> 4.09
<LOANS-NON> 14,336
<LOANS-PAST> 35,952
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 79,063
<ALLOWANCE-OPEN> 112,567
<CHARGE-OFFS> 18,009
<RECOVERIES> 6,328
<ALLOWANCE-CLOSE> 116,478
<ALLOWANCE-DOMESTIC> 116,478
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FIRST
TENNESSEE NATIONAL CORPORATION'S SEPTEMBER 30, 1996, FINANCIAL STATEMENTS FILED
IN ITS 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCES TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 778,719
<INT-BEARING-DEPOSITS> 936
<FED-FUNDS-SOLD> 168,253
<TRADING-ASSETS> 179,169
<INVESTMENTS-HELD-FOR-SALE> 2,154,602
<INVESTMENTS-CARRYING> 68,357
<INVESTMENTS-MARKET> 68,736
<LOANS> 7,630,034
<ALLOWANCE> 117,717
<TOTAL-ASSETS> 12,801,345
<DEPOSITS> 9,072,088
<SHORT-TERM> 1,912,185
<LIABILITIES-OTHER> 636,038
<LONG-TERM> 355,998
0
0
<COMMON> 83,929
<OTHER-SE> 341,107
<TOTAL-LIABILITIES-AND-EQUITY> 12,801,345
<INTEREST-LOAN> 549,396
<INTEREST-INVEST> 104,409
<INTEREST-OTHER> 15,598
<INTEREST-TOTAL> 669,403
<INTEREST-DEPOSIT> 236,988
<INTEREST-EXPENSE> 336,022
<INTEREST-INCOME-NET> 333,381
<LOAN-LOSSES> 24,445
<SECURITIES-GAINS> 354
<EXPENSE-OTHER> 518,495
<INCOME-PRETAX> 199,157
<INCOME-PRE-EXTRAORDINARY> 126,585
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 126,585
<EPS-PRIMARY> 1.88
<EPS-DILUTED> 1.86
<YIELD-ACTUAL> 4.07
<LOANS-NON> 18,607
<LOANS-PAST> 32,424
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 77,984
<ALLOWANCE-OPEN> 112,567
<CHARGE-OFFS> 28,751
<RECOVERIES> 9,456
<ALLOWANCE-CLOSE> 117,717
<ALLOWANCE-DOMESTIC> 117,717
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
