-----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, IZ55bzVXynbWck6Y1+LbfW4zpvYI9ZMYRWOTFV+4DIUirO+9IfAGt/2vDiYI/h2B /pWb7vJOeh2yjW7N+okqJA== 0000950144-94-000907.txt : 19940428 0000950144-94-000907.hdr.sgml : 19940428 ACCESSION NUMBER: 0000950144-94-000907 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19931231 FILED AS OF DATE: 19940427 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST TENNESSEE NATIONAL CORP CENTRAL INDEX KEY: 0000036966 STANDARD INDUSTRIAL CLASSIFICATION: 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: 94524721 BUSINESS ADDRESS: STREET 1: 165 MADISON AVE CITY: MEMPHIS STATE: TN ZIP: 38103 BUSINESS PHONE: 9015234027 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 FIRST TENNESSEE FORM 10-K 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, 1993 - 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 Identi- incorporation or organization) fication 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. ----- Page 1 of 2 8 Total Pages Exhibit Index on Page 6 2 At February 23, 1994, the aggregate market value of the voting stock of the registrant held by non-affiliates of the registrant was approximately $1,116,000,000. At February 23, 1994, the registrant had 30,175,456 shares of common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE 1. Annual Report To Shareholders for the year ended 12/31/93 - Parts I, II, and IV. 2. Proxy Statement furnished to shareholders in connection with Annual Meeting of Shareholders scheduled for 04/19/94 - Part III ((which was filed with the Commission March 17, 1994 per General Instruction G(3) to Form 10-K). Page 2 of 2 3 PART IV ITEM 14 EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K This item is hereby amended by revising the reference to Exhibit (2) and by adding accountants' consents as new Exhibit (23)'s, 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: The consolidated financial statements of the Corporation for the three years ended December 31, 1993, in the 1993 Annual Report, are incorporated herein by reference. The Report of Independent Public Accountants, in the 1993 Annual Report, is incorporated herein by reference. The report of the other auditors referenced in the Report of Independent Public Accountants, attached hereto as Exhibit 99(b), is incorporated herein by reference. Financial Statement Schedules: Not applicable. Exhibits: (2) Stock Purchase Agreement dated as of August 19, 1993, by and between the Bank and MNC Financial, Inc., attached as Exhibit 2 to the Corporation's Current Report on Form 8-K filed August 25, 1993 (with a Date of Report of August 19, 1993) and incorporated herein be reference. (3)(i) Restated Charter of the Corporation, as amended, attached as Exhibit 3(a) to Corporation's 1991 Annual Report on Form 10-K 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 (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 13 in the Corporation's 1993 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) *(1O)(h) Directors and Executives Deferred Compensation Plan, as amended.(1) *(1O)(i) Pension Restoration Plan.(2) *(1O)(j) Director Deferral Agreements with Schedule.(2) *(10)(k) Severance Agreements dated 12-15-92 with schedule.(2) (11) Statement re: computation of per share earnings. (13) The portions of the 1993 Annual Report to Shareholders which have been incorporated by reference into this Form 10-K. (21) Subsidiaries of the Corporation. (23)(a) Consent of Arthur Andersen & Co. (23)(b) Consent of Baylor and Backus. (24) Power of Attorney (99)(a) Annual Report on Form ll-K for the Corporation's Savings Plan and Trust, for fiscal year ended 12- 31-93, as authorized by SEC Rule 15d-21 (to be filed as an amendment to Form lO-K). (99)(b) Report of other auditors. *Exhibits marked with an "*" represent management contract or compensatory plan or arrangement required to be filed as an exhibit. 5 (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) A report on Form 8-K was filed on October 18, 1993 (with a date of report of October 1, 1993), disclosing under Item 2 ("Acquisition or Disposition of Assets"), the closing of the acquisition of MNMC by the Bank. The report contained audited MNMC consolidated financial statements of financial condition as of 12-31-92 and 12-31-91, and statements of income, statements of changes in stockholders' equity, and statements of cash flows, each for the years ended 12-31-92 and 12-31-91 and contained FTNC pro forma combined condensed statement of condition as of 6-30-93, statements of income for the six months ended 6-30-93 and statements of income for the year ended 12-31-92. Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. FIRST TENNESSEE NATIONAL CORPORATION Dated: April 27, 1994 By: James F. Keen ---------------------------- James F. Keen, Senior Vice President and Controller 6 EXHIBIT INDEX
Item No. Description Page - -------- ----------- ---- (23)(a) Consent of Arthur Andersen & Co. 7 (23)(b) Consent of Baylor and Backus 8
EX-23.(A) 2 FIRST TENNESSEE CONSENT OF ARTHUR ANDERSEN 1 EXHIBIT 23(a) CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation of our report dated January 18, 1994, included in First Tennessee National Corporation's 1993 Annual Report on Form 10-K, into the Company's previously filed Registration Statement File Nos. 33-9846, 33-8029, 33-34620, 33-40398 and 33-44142 and to all references to our firm included therein. Arthur Andersen & Co. Memphis, Tennessee April 22, 1994 EX-23.(B) 3 FIRST TENNESSEE CONSENT OF BAYLOR & BACKUS 1 EXHIBIT 23(b) BAYLOR AND BACKUS CERTIFIED PUBLIC ACCOUNTANTS 2112 NORTH ROAN STREET HOME FEDERAL 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 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, included in First Tennessee National Corporation's 1993 Annual Report on Form 10-K, into the COmpany's previously filed Registration Statement File Nos. 33-9846, 33-8029, 33-34620, 33-40398 and 33-44142 and to all references to our firm included therein. Baylor and Backus Baylor and Backus Certified Public Accountants Johnson City, Tennessee April 25, 1994 -----END PRIVACY-ENHANCED MESSAGE-----