-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, aLh7gsljBiVmiqI3Z/KYyT+QiglosEO+3EWLm+antfFZo05DZjg3GLJcHSuQVMc9 KVUO2nKIbyeMCO1qeZ0XQA== 0000950144-95-001065.txt : 19950426 0000950144-95-001065.hdr.sgml : 19950426 ACCESSION NUMBER: 0000950144-95-001065 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19941231 FILED AS OF DATE: 19950425 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST TENNESSEE NATIONAL CORP CENTRAL INDEX KEY: 0000036966 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 620803242 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-04491 FILM NUMBER: 95531078 BUSINESS ADDRESS: STREET 1: 165 MADISON AVE CITY: MEMPHIS STATE: TN ZIP: 38103 BUSINESS PHONE: 9015234444 MAIL ADDRESS: STREET 1: P O BOX 84 CITY: MEMPHIS STATE: TN ZIP: 38101-0084 FORMER COMPANY: FORMER CONFORMED NAME: FIRST TENNESSEE BANKS INC DATE OF NAME CHANGE: 19600201 10-K/A 1 AMEND. #1 TO FORM 10-K OF FIRST TENN. NAT'L CORP. 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 [FEE REQUIRED] For the fiscal year ended December 31, 1994 - or - [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] 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: $2.50 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. _____ At February 23, 1995, the aggregate market value of the voting stock of the registrant held by non-affiliates of the registrant was approximately $1.3 billion. At February 23, 1995, the registrant had 31,924,547 shares of common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE 1. Portions of Annual Report to Shareholders for the year ended 12/31/94 - Parts I, II, and IV. 2. Portions of Proxy Statement furnished to shareholders in connection with Annual Meeting of Shareholders scheduled for 4/18/95 -Part III. 2 PART IV ITEM 14 EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K This item is hereby amended by adding the accountant's consent as new Exhibit 23, and Item 14 is hereby restated, as 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, 1994 and 1993 - Consolidated Statements of Income for the years ended December 31, 1994, 1993 and 1992 - Consolidated Statements of Shareholders' Equity for the years ended December 31, 1994, 1993 and 1992 - Consolidated Statements of Cash Flows for the years ended December 31, 1994, 1993 and 1992 - 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 1994 Annual Report, as listed above, are incorporated herein by reference. Financial Statement Schedules: Not applicable. Exhibits: (3)(i) Restated Charter of the Corporation, as amended, attached as Exhibit 3(i) to the Corporation's registration statement on Form S-4 (No. 33-53331) filed 4-28-94 and incorporated herein by reference. **(3)(ii) Bylaws of the Corporation, as amended. (4)(a) Shareholder Protection Rights Agreement, dated as of 9-7-89 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 an exhibit to the Corporation's Registration Statement on Form 8-A filed 9-8-89, 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 an exhibit 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 12 in the Corporation's 1994 Annual Report to Shareholders. 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.
3 *(1O)(a) Management Incentive Plan, as amended.(1) *(1O)(b) 1983 Restricted Stock Incentive Plan, as amended.(1) *(1O)(c) 1989 Restricted Stock Incentive Plan, as amended.(1) *(1O)(d) 1992 Restricted Stock Incentive Plan.(1) *(10)(e) 1984 Stock Option Plan, as amended.(1) *(1O)(f) 1990 Stock Option Plan, as amended.(1) *(1O)(g) Survivor Benefits Plan, as amended.(1) *(1O)(h) Directors and Executives Deferred Compensation Plan, as amended.(1) *(1O)(i) Pension Restoration Plan.(2) *(1O)(j) Director Deferral Agreements (2) with Schedule.** *(10)(k) Severance Agreements dated 12-15-92 with schedule.(2) **(11) Statement re: computation of per share earnings. **(13) The portions of the 1994 Annual Report to Shareholders which have been incorporated by reference into this Form 10-K. **(21) Subsidiaries of the Corporation. (23) Consent of Arthur Andersen LLP. **(24) Powers of Attorney **(27) Financial Data Schedule (for SEC use only) (99)(a) Annual Report on Form 11-K for the Corporation's Savings Plan and Trust, for fiscal year ended 12-31-94, as authorized by SEC Rule 15d-21 (to be filed as an amendment to Form 1O-K).
* Exhibits marked with an "*" represent 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) These documents are incorporated herein by reference to exhibits 10(j), 10(k), and 10(l), respectively, contained in the Corporation's 1992 Annual Report on Form 10-K. (b) No reports on Form 8-K were filed during the fourth quarter of 1994. 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: April 25, 1995 By: James F. Keen --------------------------------- James F. Keen, Senior Vice President and Controller 4 EXHIBIT INDEX
Item No. Description - -------- ----------- (3)(i) Restated Charter of the Corporation, as amended, attached as Exhibit 3(i) to Corporation's registration statement on Form S-4 (No. 33-53331) filed April 28, 1994 and incorporated herein by reference. **(3)(ii) Bylaws of the Corporation, as amended. --- (4)(a) Shareholder Protection Rights Agreement dated as of 9-7-89 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 an exhibit to the Corporation's Registration Statement on Form 8-A filed 9-8-89, 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 an exhibit 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 12 in the Corporation's 1994 Annual Report to Shareholders. 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. *(1O)(a) Management Incentive Plan, as amended. (1) --- *(1O)(b) 1983 Restricted Stock Incentive Plan, as amended. (1) --- *(1O)(c) 1989 Restricted Stock Incentive Plan, as amended. (1) --- *(1O)(d) 1992 Restricted Stock Incentive Plan. (1) *(10)(e) 1984 Stock Option Plan, as amended. (1) --- *(1O)(f) 1990 Stock Option Plan, as amended. (1) --- *(1O)(g) Survivor Benefits Plan, as amended. (1) --- *(10)(h) Directors and Executives Deferred Compensation Plan, as amended. (1) --- *(10)(i) Pension Restoration Plan. (2) --- *(1O)(j) Director Deferral Agreements (2) with Schedule.** *(1O)(k) Severance Agreements dated 12-15-92 with schedule. (2) **(11) Statement re: computation of per share earnings. **(13) The portions of the 1994 Annual Report to Shareholders which have been incorporated by reference into this Form 10-K. **(21) Subsidiaries of the Corporation. --- (23) Consent of Arthur Andersen LLP. **(24) Powers of Attorney --- **(27) Financial Data Schedule (For SEC use only) (99)(a) Annual Report on Form 11-K for the Corporation's Savings Plan and Trust, for fiscal year ended December 31, 1994, as authorized by SEC Rule 15d-21 (to be filed as an amendment to Form 10-K).
*Exhibits marked with an "*" represent 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) These documents are incorporated herein by reference to exhibits 10(j), 10(k), and 10(1), respectively, contained in the Corporation's 1992 Annual Report on Form 10-K. EX-23 2 CONSENT OF ARTHUR ANDERSEN 1 EXHIBIT 23 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation of our report dated January 17, 1995, included in First Tennessee National Corporation's 1994 Annual Report on Form 10-K, into the Company's previously filed registration statement file Nos. 33-8029, 33-9846, 33-34620, 33-40398, 33-44142, 33-52105, 33-52561, and 33-57241 and to all references to our firm included therein. Arthur Andersen LLP Memphis Tennessee April 25, 1995 -----END PRIVACY-ENHANCED MESSAGE-----