As filed with the Securities and Exchange Commission on January 17, 2002

August 19, 2004
Registration No. 333-________
================================================================================333-117627
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
Washington, D.C. 20549

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FORM
Amendment No. 2
to
Form S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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PINNACLE FINANCIAL PARTNERS, INC.
(Exact
Pinnacle Financial Partners, Inc.
(Exact name of Registrantregistrant as specified in its Charter)

TENNESSEE
(State or other Jurisdiction of Incorporation or Organization)

62-1812853
(I.R.S. Employee Identification Number)

charter)
Tennessee 62-1812853
(State or other jurisdiction
of incorporation or organization) (I.R.S. employer
identification number)
The Commerce Center
211 COMMERCE STREET, SUITECommerce Street, Suite 300
NASHVILLE, TENNESSEE
Nashville, Tennessee 37201
(615) 744-3700
(Address, Including Zip Code,
(Address, including zip code, and Telephone Number,
Including Area Code, telephone number, including area code,
of Registrant's Principal Executive Offices)

M. TERRY TURNER
THE COMMERCE CENTER
registrant’s principal executive offices)
Harold R. Carpenter
Pinnacle Financial Partners, Inc.
The Commerce Center
211 COMMERCE STREET, SUITECommerce Street, Suite 300
NASHVILLE, TENNESSEE
Nashville, Tennessee 37201
(615) 744-3700
(Name, Address, Including Zip Code,
(Name, address, including zip code, and Telephone Number
Including Area Code,telephone number,
including area code, of Agent For Service)

Copyagent for service)
Copies to:

BOB F. THOMPSON
BASS, BERRY & SIMS PLC
315 DEADERICK STREET, SUITE 2700
NASHVILLE, TENNESSEE 37238
(615) 742-6200

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Bob F. Thompson Katherine M. Koops
Bass, Berry & Sims PLC Powell, Goldstein, Frazer & Murphy LLP
315 Deaderick Street, Suite 2700 191 Peachtree Street, N.E. 16th Floor
Nashville, Tennessee 37238-0002 Atlanta, Georgia 30303
(615) 742-6200 (404) 572-6600
Approximate dateDate of commencementCommencement of proposed saleProposed Sale to the public:Public: As soon as practicable after the effective date of this registration statement.

Registration Statement.
If the only securities being registered on this formForm are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ]

o
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]

o
If this formForm is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

o
If this formForm is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

o
If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ]

CALCULATION OF REGISTRATION FEE

==============================================================================================================
PROPOSED
AMOUNT TO MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SHARES TO BE BE AGGREGATE PRICE AGGREGATE OFFERING REGISTRATION
REGISTERED REGISTERED(1) PER SHARE(1) PRICE(1) FEE
- --------------------------------------------------------------------------------------------------------------

Common Stock, $1.00
par value 203,000 $10.00 $2,030,000 $187
==============================================================================================================

(1) Estimated solely for the purposes of calculating the registration fee
pursuant to Rule 457(g) under the Securities Act of 1933 and based upon
a warrant exercise price of $10.00 per share.

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o
The registrantRegistrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrantRegistrant shall file a further amendment whichthat specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until thethis Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

THE INFORMATION IN THIS
The information in this prospectus is not complete and may be changed. We may not sell the securities covered by this prospectus until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
Subject to Completion, Dated August 19, 2004
PRELIMINARY PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

SUBJECT TO COMPLETION, DATED JANUARY 17, 2002

PROSPECTUS

PINNACLE FINANCIAL PARTNERS, INC.

203,000 SHARES OF COMMON STOCK

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We
850,000 Shares
Pinnacle Financial Partners, Inc.
Common Stock
Pinnacle Financial Partners is offering 850,000 shares of its common stock. The shares are quoted on the Nasdaq Stock Market’s National Market System under the symbol “PNFP.” On August 18, 2004, the last reported sale price of the shares as reported on the Nasdaq Stock Market’s National Market System was $21.56 per share.
You should consider the risks which have outstanding warrants to purchase up to 203,000been described in “Risk Factors” beginning on page 7 before buying shares of our common stock, par value $1.00 per share. stock.
Per Share Total
Public offering price $ $
Underwriting discount $ $
Proceeds, before expenses, to us $ $
The warrant holders can use this
prospectusunderwriters may purchase up to purchase some or all of thean additional 127,500 shares of common stock they receivefrom us at the public offering price, less the underwriting discount, within 30 days from the date of this prospectus to cover over-allotments, if any.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The securities are not savings accounts, deposits or obligations of any bank, and are not insured by exercising those warrants. We will receive $10.00 per share of common stock uponthe FDIC or any exercise of a warrant.

Our common stock is tradedother governmental agency.
The underwriters expect to deliver the shares to purchasers against payment in , on the Nasdaq OTC Bulletin Board under the
symbol "PNFP."

BEFORE INVESTING IN OUR STOCK, PLEASE CAREFULLY CONSIDER THE FACTORS
DESCRIBED UNDER THE CAPTION "RISK FACTORS" BEGINNING ON PAGE 2 OF THIS
PROSPECTUS.

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SHARES OF OUR COMMON STOCK ARE NOT DEPOSITS, SAVINGS ACCOUNTS, OR OTHER
OBLIGATIONS OF A BANK OR SAVINGS ASSOCIATION AND ARE NOT INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED THAT
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

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THIS PROSPECTUS MAY NOT BE USED TO CONSUMMATE SALES OF SECURITIES
UNLESS ACCOMPANIED BY THE APPLICABLE PROSPECTUS SUPPLEMENT

or about , 2004.
RAYMOND JAMES
The date of this Prospectusprospectus is January 17, 2002.

, 2004.
PROSPECTUS SUMMARY

We are
This summary highlights selected information contained elsewhere in, or incorporated by reference into, this prospectus. Because it is a banksummary, it may not contain all of the information that is important to you or that you should consider before investing in our common stock. You should read the entire prospectus carefully, including the risk factors appearing elsewhere in this prospectus and review the documents incorporated by reference, including our financial statements and related notes, to understand this offering fully. All share and per share data set forth in this prospectus has been adjusted to reflect our two-for-one common stock split paid on May 10, 2004.
Unless the context indicates otherwise, all references in this prospectus to “we”, “us” and “our” refer to Pinnacle Financial Partners, Inc. and its subsidiaries on a consolidated basis.
Pinnacle Financial and Pinnacle National
Pinnacle Financial Partners, Inc., headquartered in Nashville, Tennessee, is the holding company basedfor Pinnacle National Bank. Pinnacle National operates as a community bank emphasizing personalized banking relationships with small to medium-sized businesses and affluent households located within the Nashville Metropolitan Statistical Area, or Nashville MSA.
At June 30, 2004, we had total assets of $586.3 million, net loans of $350.8 million, deposits of $467.3 million and shareholders’ equity of $35.1 million. For the six months ended June 30, 2004, our total revenues, the sum of net interest income and noninterest income, were $11.1 million, our net income was $2.2 million, and our diluted earnings per share were $0.27.
History.In February 2000, our founders identified an opportunity for a locally-owned financial institution to serve the Nashville area with a high level of service and financial advice that they believed would be unique in the market. At that time, we believed this opportunity was primarily created by the consolidation of dominant, locally-owned financial institutions into larger regional and super-regional banks, in particular, the acquisition of First American Corporation, a $20 billion holding company headquartered in Nashville, by AmSouth Bancorporation in 1999. Our founding management team — M. Terry Turner, president and chief executive officer; Robert A. McCabe, Jr., chairman; and Hugh M. Queener, chief administrative officer — were senior members of First American’s management team. Drawing on their experience in the Nashville banking and business community, our founding management team put together a well-respected and diversified board of directors and have successfully recruited, and are continuing to recruit, a significant number of experienced banking and investment professionals to take advantage of the opportunity that the Nashville market affords. For a more detailed description of our management team and board of directors, please see “Management” beginning on page 14.
Market Area. Nashville is a large, fast-growing metropolitan market. It is the capital of Tennessee and, according to the U.S. Census Bureau, was one of the fastest growing metropolitan area. Our sole subsidiarystatistical areas in the United States during the 1990’s, ranking 18th among the 100 largest in terms of population growth. We believe the impressive growth of the Nashville area is Pinnacle National Bank,a primary factor in the expansion of the deposit base for the Nashville MSA. According to the Federal Deposit Insurance Corporation, bank and thrift deposits in the Nashville MSA grew from approximately $13.0 billion in June 1995 to more than $20.2 billion in June 2003, representing a 55.4% increase.
In addition to these growth dynamics, we believe three major trends in the Nashville MSA further strengthen our strategic market position as a locally-managed community bank:
• Customers generally perceive that service levels at banks are declining. We believe this is largely attributable to integration issues resulting from continued consolidation in the bank and brokerage industries. Additionally, small business owners want both a reliable point of contact that is knowledgeable about their business and the financial products and services that are important to the success of their business.
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• Client usage of more sophisticated financial products continues to grow, causing traditional banks to lose market share to other types of financial services companies, such as mutual fund companies and securities brokerage firms.
• There is significant growth in the demand for convenient access to financial services, particularly through ATMs, telephone banking and Internet banking.
Market Philosophy and Business Strategies. We believe that our primary market segments, which commenced operations on October 27, 2000. Pinnacle National has opened branches
in downtown Nashville, the Green Hills area of Nashville and in Brentwood,
Tennessee. We sometimes refer to Pinnacle National Bank in this prospectus as
Pinnacle National.

Our management philosophy focuses on delivering to individuals and
small-are small to medium-sized businesses with annual sales from $1 million to $25 million and affluent households with investable assets over $250,000, are more likely to be attracted to our increased focus on customer service and our comprehensive financial product offerings. To attract business from these market segments, we seek to hire only seasoned professionals, from both the banking and brokerage industries, and to strategically design our banking, investment and insurance products to meet the expected needs of our targeted market segments. Accordingly, our marketing philosophy is centered on delivering exceptional client service and effective financial advice. We employ highly trainedadvice through highly-trained personnel who understand and care about the broadcomprehensive financial needs and objectives of our clients. Our
To carry out our marketing philosophy, our specific business strategies involve:

- Capitalizing onhave been and will continue to be:
• hiring and retaining highly experienced and qualified banking and financial professionals with successful track records and established books of business within our target markets;
• providing individualized attention backed by consistent, local decision-making authority;
• leveraging our directors’ and officers’ diverse personal and business contacts, community involvement and professional expertise;
• establishing a distribution strategy designed to prudently expand our physical and virtual market presence, thereby providing convenient banking access for our clients 24 hours a day; and
• using advanced technology and strategic alliances, including those established through Pinnacle National’s brokerage division, Pinnacle Asset Management, to provide a broad array of sophisticated and convenient banking, investment and insurance products and services.
We believe that our directors' and officers' diverse community
involvement, professional expertise, and personal and business contacts;
- Retaining our highly experienced and qualified banking and
financial personnel;
- Providing individualized attention with consistent, local
decision-making authority;
- Offering a full line of financial servicesstrategies allow us to include
traditional depository and credit products, as well as
investment and insurance products;
- Capitalizing on customer dissatisfaction witheffectively distinguish ourselves from other financial institutions that are not meetingoperating within the sophisticatedNashville MSA and to successfully attract and retain business relationships with small to medium-sized businesses and affluent households.
Growth Strategies. To date, we have experienced rapid growth compared to the banking industry in general and even relative to the typical de novo bank. Based on FDIC information as of December 31, 2003, Pinnacle National was the fastest growing of the 178 commercial banks chartered in the United States during 2000, in terms of total assets. As of June 30, 2004, we had grown the assets of Pinnacle National to $586.3 million. In addition to the rapid growth in bank assets, as of June 30, 2004, Pinnacle Asset Management’s licensed financial needsadvisors were responsible for accumulating approximately $344 million in brokerage assets.
We believe our growth is a result of the successful execution of our customer base;
- Utilizing technologybusiness strategies. Our goal is to continue this rapid growth trend. To accomplish this objective, we plan to continue focusing on the following growth strategies:
• Capturing Market Share from Large, Non-Local Competitors. According to FDIC deposit information, the collective market share of deposits in the Nashville MSA of AmSouth (subsequent to its acquisition of First American), Bank of America Corporation and SunTrust Banks, Inc. declined from 59.6% to 52.0% from June 30, 1999 to June 30, 2003. With large, non-local financial institutions holding approximately 76% of the deposit base in the Nashville MSA and approximately 90% in Davidson County as of June 30, 2003, we anticipate that we can continue to attract customers who prefer local decision-making and interaction with financial professionals who can provide personalized and knowledgeable service.
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• Targeting Attractive Trade Areas in Our Market for Internal Expansion. Currently we have five branch offices in large, vibrant trade areas within the Nashville MSA. We plan to open two additional locations in 2004 in the West End Avenue area of Davidson County and in Franklin in Williamson County, and thereafter selectively expand into other trade areas. According to FDIC data for June 30, 2003, the total deposits in areas surrounding our current locations, together with our soon-to-be completed West End Avenue location, represent approximately 67% of the total deposits in the entire Nashville MSA. Based on the profiles of our primary market segments, we have targeted and plan to continue to target those trade areas with attractive population densities and population growth characteristics.
• Providing Innovative and Convenient Services. We plan to continue to provide our customers with innovative and convenient banking and investment services that we believe are necessary to retain and enhance existing relationships, as well as to attract new business relationships. In particular, we will continue to employ a customer-oriented service approach, enhanced by user-friendly technologies, to enable us to differentiate ourselves from other banking and investment institutions. For example, we have established a comprehensive on-line banking and brokerage system for commercial cash management clients and affluent households, allowing them to pay bills, originate wire transfers, obtain account information, including front and back images of checks, and perform on-line stock trades. Additionally, for our commercial clients, we also provide a deposit courier service making it convenient for businesses to establish banking relationships with Pinnacle National.
• Evaluating Merger and Acquisition Opportunities. Our long-term strategy may also include strategic mergers with or acquisitions of financial institutions in the Nashville MSA or other attractive market areas. We will prudently evaluate these opportunities as they arise.
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The Offering
Common stock offered by Pinnacle Financial Partners
850,000 shares
Common stock outstanding after this offering
8,254,586 shares
Net proceeds We anticipate that our net proceeds from this offering, without the exercise of the over-allotment option, will be approximately $ .
Use of proceeds We intend to contribute a substantial portion of the net proceeds to Pinnacle National for use as working capital to fund future internal growth with the remaining proceeds being available for other general corporate purposes of Pinnacle Financial Partners.
Risk factors See “Risk Factors” beginning on page 7 and the other information included and incorporated by reference in this prospectus for a discussion of factors you should carefully consider before deciding to invest in shares of our common stock.
Nasdaq National Market symbol PNFP
The number of shares outstanding after the offering is based upon our shares outstanding as of June 30, 2004 and strategic outsourcers to provideexcludes a broad arraytotal of sophisticated1,039,000 shares issuable under outstanding options granted under our stock option plans at that date and convenient products and
services; and
- Executing an aggressive marketing program to promote Pinnacle
National Bank's philosophy and market presence.

Our organizers purchased 406,000 shares issuable under warrants which we issued to our organizers. Of these options and warrants, 803,376 are exercisable as of our common stock in our
initial public offering in July, 2000. To compensate them for their risk and to
encourage their continued, active participation in growing our business, we
offered our organizers warrants to purchase one share of our common stock for
every two shares they purchased in our initial public offering, up to an
aggregate total for all purchasers of 203,000 additional shares of our common
stock. Once vested, our organizers may exercise their warrants to purchase the
underlying shares of our common stockJune 30, 2004, at ana weighted average exercise price of $10.00 per share.
We are registering$6.55 for the options and $5.00 for the warrants. The number of shares to be issued uponoutstanding after the exerciseoffering assumes that the underwriters’ over-allotment option is not exercised. If the over-allotment option is exercised in full, we will issue and sell an additional 127,500 shares.
Location of these warrants.

Our company's corporate headquartersExecutive Offices
The address of our executive offices is located atThe Commerce Center, 211 Commerce Street,
Suite 300, Nashville, Tennessee 37201 and our telephone number at that address
is (615) 744-3700.

RISK FACTORS

You
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Summary Consolidated Financial Data
The following table sets forth summary historical consolidated financial data from our consolidated financial statements and should carefully considerbe read in conjunction with our consolidated financial statements including the risks described below, as well as
other information containedrelated notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” set forth in this prospectusour Annual Report on Form 10-KSB and the documents incorporated or
deemed to be incorporated by reference ininto this prospectus, before purchasing any
sharesprospectus. Except for the data under “Performance Ratios and Other Data” and “Asset Quality Ratios,” the summary historical consolidated financial data as of December 31, 2003, 2002, 2001 and 2000 and for the years ended December 31, 2003, 2002 and 2001 and the period from February 28, 2000, (inception) to December 31, 2000 is derived from our audited consolidated financial statements and related notes, which were audited by KPMG LLP. The summary historical consolidated financial data as of and for the six months ended June 30, 2004 and June 30, 2003, is derived from unaudited consolidated financial statements for those periods. The unaudited consolidated financial statements include all adjustments, consisting only of normal recurring items, which our management considers necessary for a fair presentation of our common stock. If anyfinancial position and results of operations for these events occurs, our business,periods. The financial condition and results of operations as of and for the six months ended June 30, 2004, do not purport to be indicative of the financial condition or results of operations to be expected as of or for the fiscal year ending December 31, 2004.
Six Months Ended
June 30, June 30,
2004 2003 2003 2002 2001 2000
(Unaudited)
(In thousands, except per share data, ratios and percentages)
Statement of Financial Condition Data:
Total assets $ 586,313 $ 403,229 $ 498,421 $ 305,279 $ 175,439 $ 39,042
Loans, net 350,801 252,260 293,286 207,066 134,440 12,047
Allowance for loan losses (4,466 ) (3,189 ) (3,719 ) (2,677 ) (1,832 ) (162 )
Securities available-for-sale 137,892 99,968 139,944 73,980 19,886 7,116
Deposits and securities sold under agreements to repurchase 491,094 326,892 405,619 249,067 147,917 22,945
Federal Home Loan Bank advances 47,500 41,500 44,500 21,500 8,500 —
Subordinated debt 10,310 — 10,310 — — —
Stockholders’ equity 35,125 33,627 34,336 32,404 18,291 15,771
Income Statement Data:
Interest income $ 11,892 $ 8,315 $ 18,262 $ 12,561 $ 6,069 $ 506
Interest expense 3,204 2,694 5,363 4,362 2,579 125
Net interest income 8,688 5,621 12,899 8,199 3,490 381
Provision for loan losses 802 635 1,157 938 1,670 162
Net interest income after provision for loan losses 7,886 4,986 11,742 7,261 1,820 219
Noninterest income 2,408 1,339 3,287 1,732 1,341 115
Noninterest expense 7,027 4,917 11,049 7,989 6,363 2,589
Income (loss) before income taxes 3,267 1,408 3,980 1,004 (3,202 ) (2,255 )
Income (benefit) tax expense 1,028 498 1,426 356 (2,065 ) —
Net income (loss) $ 2,239 $ 910 $ 2,555 $ 648 $ (1,137 ) $ (2,255 )
Per Share Data:
Earnings (loss) per share — basic $ 0.30 $ 0.12 $ 0.35 $ 0.11 $ (0.29 ) $ (1.40 )
Weighted average shares outstanding — basic 7,391,013 7,384,106 7,384,106 6,108,942 3,963,196 1,617,616
Earnings (loss) per share — diluted $ 0.27 $ 0.12 $ 0.33 $ 0.11 $ (0.29 ) $ (1.40 )
Weighted average shares outstanding — diluted 8,246,422 7,722,274 7,876,006 6,236,844 3,963,196 1,617,616
Book value per share $ 4.74 $ 4.55 $ 4.65 $ 4.39 $ 3.96 $ 4.13
Common shares outstanding at end of period 7,404,586 7,384,106 7,384,106 7,384,106 4,624,106 3,820,000
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Six Months Ended
June 30, June 30,
2004 2003 2003 2002 2001 2000
(Unaudited)
(In thousands, except per share data, ratios and percentages)
Performance Ratios and Other Data(1):
Return on average assets(2) 0.84 % 0.53 % 0.66 % 0.29 % (1.19 )% (4.70 )%
Return on average stockholders’ equity(2) 12.57 % 5.55 % 7.70 % 2.45 % (7.8 )% (7.7 )%
Net interest margin(3) 3.51 % 3.43 % 3.53 % 3.81 % 3.95 % 5.71 %
Net interest spread(4) 3.26 % 3.12 % 3.23 % 3.42 % 3.29 % 2.33 %
Noninterest income to average assets(2) 0.91 % 0.77 % 0.85 % 0.76 % 1.41 % 0.42 %
Noninterest expense to average assets(2) 2.64 % 2.84 % 2.85 % 3.50 % 6.70 % 9.48 %
Efficiency ratio(5) 63.3 % 70.6 % 68.3 % 80.4 % 131.7 % 521.9 %
Average loan to average deposit ratio 77.4 % 88.9 % 85.5 % 98.5 % 94.9 % 98.6 %
Average interest-earning assets to average interest-bearing liabilities 118.2 % 119.1 % 118.9 % 119.6 % 122.7 % 248.0 %
Asset Quality Ratios:
Allowance for loan losses to nonperforming assets 333.5 % 291.2 % 981.3 % 143.4 % 732.8 % N/A
Allowance for loan losses to total loans 1.26 % 1.25 % 1.25 % 1.29 % 1.36 % 1.31 %
Nonperforming assets to total assets 0.23 % 0.27 % 0.08 % 0.60 % 0.14 % 0.00 %
Nonaccrual loans to total loans 0.38 % 0.43 % 0.13 % 0.89 % 0.19 % 0.00 %
Net loan charge-offs to average loans(2) 0.03 % 0.12 % 0.05 % 0.05 % 0.00 % 0.00 %
Net charge-offs as a percentage of:
Provision for loan losses 6.9 % 19.4 % 9.94 % 9.91 % 0.00 % 0.00 %
Allowance for loan losses(2) 2.46 % 3.86 % 3.09 % 3.47 % 0.00 % 0.00 %
Capital Ratios:
Leverage(6) 8.4 % 8.9 % 9.7 % 11.1 % 11.6 % 82.5 %
Tier 1 risk-based capital 10.2 % 10.6 % 11.8 % 12.7 % 10.1 % 58.8 %
Total risk-based capital 11.2 % 11.7 % 12.8 % 13.8 % 11.2 % 59.4 %
(1) Performance ratios and other data for the period ended December 31, 2000, are for the period from October 27, 2000, (commencement of banking operations) through December 31, 2000.
(2) Ratios and data for the six months ended June 30, 2004, and June 30, 2003, are annualized.
(3) Net interest margin is the result of net interest income for the period divided by average interest earning assets.
(4) Net interest spread is the result of the difference between the interest yield earned on interest earning assets less the interest paid on interest bearing liabilities.
(5) Efficiency ratio is the result of noninterest expense divided by the sum of net interest income and noninterest income.
(6) Leverage ratio is defined as Tier 1 capital (pursuant to risk-based capital guidelines) as a percentage of adjusted average assets.
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RISK FACTORS
Investing in our common stock involves various risks which are particular to our company, our industry and our market area. Several risk factors regarding investing in our common stock are discussed below. This listing should not be considered as all-inclusive. If any of the following risks were to occur, we may not be able to conduct our business as currently planned and our financial condition or operating results could be materially harmed,negatively impacted, all of which might cause the trading price of our common stock could decline and you may lose all or part of
your investment.

UNCERTAIN PROFITABILITY. to decline.
We have experienced losses since our
organization. Our company reported a net lossconcentration of credit exposure to borrowers in 2000the trucking industry and to operators of approximately $2.26nonresidential buildings and to small to medium-sized businesses.
At June 30, 2004, we had total credit exposure to borrowers in the trucking industry and to borrowers that operate nonresidential buildings equal to $39.3 million and expects$23.5 million, respectively. As a percentage of our total loans outstanding as of June 30, 2004, these amounts were 11.1% and 6.7%, respectively. If either of these industries experience an economic slowdown and, as a result, the borrowers in these industries are unable to reportperform their obligations under their existing loan agreements, our earnings could be negatively impacted, causing the value of our common stock to decline.
Additionally, a net losssubstantial focus of our marketing and business strategy is to serve small to medium-sized businesses in 2001the metropolitan Nashville area. As a result, a relatively high percentage of approximately $1.14 million.
There canour loan portfolio consists of commercial loans to small to medium-sized business. At June 30, 2004, our commercial loans accounted for 70.3% of our total loans. During periods of economic weakness, small to medium-sized businesses may be noimpacted more severely than larger businesses. Consequently, the ability of such businesses to repay their loans may deteriorate, which would adversely impact our results of operations and financial condition.
We are geographically concentrated in the Nashville, Tennessee MSA, and changes in local economic conditions impact our profitability.
We operate primarily in the Nashville, Tennessee MSA, and substantially all of our loan customers and most of our deposit and other customers live or have operations in the Nashville MSA. Accordingly, our success significantly depends upon the growth in population, income levels, deposits and housing starts in the Nashville MSA, along with the continued attraction of business ventures to the area. Our profitability is impacted by the changes in general economic conditions in this market. Additionally, unfavorable local or national economic conditions could reduce our growth rate, affect the ability of our customers to repay their loans to us and generally affect our financial condition and results of operations.
We are less able than a larger institution to spread the risks of unfavorable local economic conditions across a large number of diversified economies. Moreover, we cannot give any assurance that such losseswe will benefit from any market growth or favorable economic conditions in our primary market areas if they do occur.
Our continued growth may require the need for additional capital and further regulatory approvals which, if not obtained, could adversely impact our profitability and implementation of our current business plan.
To continue in 2002, or as to when, if ever, our operations will be profitable.

NO DIVIDENDS. We do not anticipate paying dividends to our shareholders
for the foreseeable future. In order to pay dividends,grow, we will need to receive
dividends from our bank subsidiaryprovide sufficient capital to Pinnacle National through earnings generation, additional equity offerings or have otherborrowed funds or any combination of these sources of funds. As a national
bank, Pinnacle NationalShould we incur indebtedness, we are required to obtain certain regulatory approvals beforehand. Should our growth exceed our expectations, as has been the case to-date, we may need to raise additional capital over our projected capital needs. However, our ability to raise additional capital, if needed, will depend on conditions in the capital markets at that time, which are outside our control, and on our financial performance. Accordingly, we cannot assure you of our ability to raise additional capital if needed on terms acceptable to us. If we cannot raise additional capital when needed, our ability to further expand and grow our operations could be materially impaired. Additionally, our current plan involves increasing our branch network, which will require capital expenditures. Our expansion efforts may also require certain
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regulatory approvals. Should we not be able to pay dividendsobtain such approvals or otherwise not be able to grow our asset base, our ability to attain our long-term profitability goals will be more difficult.
If our allowance for loan losses is not sufficient to cover actual loan losses, our earnings will decrease.
If loan customers with significant loan balances fail to repay their loans according to the terms of these loans, our earnings would suffer. We make various assumptions and judgments about the collectibility of our loan portfolio, including the creditworthiness of our borrowers and the value of any collateral securing the repayment of our loans. We maintain an allowance for loan losses in an attempt to cover the inherent risks associated with lending. In determining the size of this allowance, we rely on an analysis of our loan portfolio based on volume and types of loans, internal loan classifications, trends in classifications, volume and trends in delinquencies, nonaccruals and charge-offs, national and local economic conditions, other factors and other pertinent information. If our assumptions are inaccurate, our current allowance may not be sufficient to cover potential loan losses, and additional provisions may be necessary which would decrease our earnings.
In addition, federal and state regulators periodically review our loan portfolio and may require us until it hasto increase our provision for loan losses or recognize loan charge-offs. Their conclusions about the quality of our loan portfolio may be different than ours. Any increase in our allowance for loan losses or loan charge-offs as required by these regulatory agencies could have a positive undivided profits accountnegative effect on our operating results.
Fluctuations in interest rates could reduce our profitability.
Changes in interest rates may affect our level of interest income, the primary component of our gross revenue, as well as satisfy other regulatory
requirements. At December 31, 2001, Pinnacle National's accumulated deficit was
approximately $3.3 million.

GENERAL ECONOMIC CONDITIONS. General business conditionsthe level of our interest expense, our largest recurring expenditure. Interest rate fluctuations are caused by many factors which, for the most part, are not under our direct control. For example, national monetary policy plays a significant role in the determination of interest rates. Additionally, competitor pricing and the resulting negotiations that occur with our customers also impact the rates we collect on loans and the rates we pay on deposits.
As interest rates change, we expect that we will periodically experience “gaps” in the interest rate sensitivities of our assets and liabilities, meaning that either our interest-bearing liabilities will be more sensitive to changes in market interest rates than our interest-earning assets, or vice versa. In either event, if market interest rates should move contrary to our position, this “gap” may adverselywork against us, and our earnings may be negatively affected.
Changes in the level of interest rates also may negatively affect our resultsability to originate real estate loans, the value of operations. We believeour assets and our ability to realize gains from the sale of our assets, all of which ultimately affect our earnings. A decline in the market value of our assets may limit our ability to borrow additional funds or result in our lenders requiring additional collateral from us under our loan agreements. As a result, we could be required to sell some of our loans and investments under adverse market conditions, upon terms that most of Pinnacle National's
commercial lending will beare not favorable to small- and medium-sized businesses. Periods of
economic weakness may adversely affect these customers more than larger
enterprises.

REGULATORY ISSUES OF NEW BANK STATUS. We are subject to certain
regulatory restrictions because Pinnacle National is recently organized. Until
October 2003 regulations require us, to maintain a ratio of Tier One Capital
(generally common stock, certain types of preferred stock and trust preferred
securities, less goodwill and certain other intangible assets) of at least 8%
(significantly higher than the 5% level necessary for "well capitalized"
status). During that same period, Pinnacle National has agreed to give the
Office of the Comptroller of the Currency, or the OCC, at least thirty days
prior notice of any significant deviations from its original operating plan as
approved by the OCC. We also have agreed with the Board of Governors of the
Federal Reserve System to obtain the Federal Reserve's approval prior to
incurring any holding company indebtedness. We anticipate that regulatory
approval of Pinnacle National's growth plans and capital requirements from one
or more of these agencies will be required in order to maintain growthour liquidity. If those sales are made at projected levels. Failure to obtain such approvals could adversely affect our
future growth.

ADDITIONAL CAPITAL NEEDED TO ACCOMPLISH GROWTH OBJECTIVES. Based upon
our current projections, we anticipate that overprices lower than the next three years,amortized costs of the investments, we will be required to incur borrowings andlosses.
We may issue additional common stock or other equity securities in the future which qualify
for Tier Onecould dilute the ownership interest of existing shareholders.
In order to maintain our capital at desired or Total Capital status. These stepsregulatorily-required levels, we may be necessary in order to
provide additional capital to Pinnacle National. The terms and conditions of
future borrowings, and the type or terms of future securities, are currently
unknown. However, if future securities are, or are convertible into or involve
rights to acquire, additional shares of common stock you could suffer dilution
of your interest in us.

POSSIBLE FUTURE DILUTION. Circumstances may require usrequired to issue additional shares of common stock, or securities convertible into, exchangeable for or representing rights to acquire shares of common stock. TheWe may sell these shares at prices below the public offering price of the shares offered by this prospectus, and the sale of these shares wouldmay significantly dilute your ownership interest. Also, theseas a shareholder. We could also issue additional shares in connection with acquisitions of other financial institutions.
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Even though our common stock is currently traded on the Nasdaq Stock Market’s National Market System, it has substantially less liquidity than the average stock quoted on a national securities exchange.
The trading volume in our common stock on the Nasdaq National Market has been relatively low when compared with larger companies listed on the Nasdaq National Market or the stock exchanges. We cannot say with any certainty that a more active and liquid trading market for our common stock will develop. Because of this, it may be more difficult for you to sell a substantial number of shares for the same price at which you could sell a smaller number of shares.
We cannot predict the effect, if any, that future sales may be
made at prices lower than the $10.00 price in this offering. In addition,
warrant holders and option holders may exercise their warrants or options to
purchaseof our common stock which would result in the dilution of your proportionate
interest in us.

COMPETITION. The Nashville area banking market is highly competitive.
In Davidson County, three banks operate each with over $1 billion in deposits in the market, or the availability of shares of common stock for sale in the market, will have on the market price of our common stock. We, therefore, can give no assurance that sales of substantial amounts of common stock in the market, or the potential for large amounts of sales in the market, would not cause the price of our common stock to decline or impair our future ability to raise capital through sales of our common stock.
The market price of our common stock may fluctuate in the future, and six more banks eachthese fluctuations may be unrelated to our performance. General market price declines or overall market volatility in the future could adversely affect the price of our common stock, and the current market price may not be indicative of future market prices.
Loss of our senior executive officers or other key employees could impair our relationship with over $200 millionour customers and adversely affect our business.
We have assembled a senior management team which has a substantial background and experience in deposits. Allbanking and financial services in the Nashville market. Loss of these key personnel could negatively impact our earnings because of their skills, customer relationships and/or the potential difficulty of promptly replacing them.
Competition with other banking institutions could adversely affect our profitability.
A number of banking institutions in the Nashville market have higher lending limits, more banking offices, and a larger market share. In addition, our asset management division competes with numerous brokerage firms and mutual fund companies which are larger and have more offices than Pinnacle National.
While we believe that local ownership and management and high levels of customer
service will permit us to continue to grow, highlyalso much larger. In some respects, this may place these competitors in a competitive market conditions
may adversely impact profitability. Moreover, someadvantage, although many of our competitors are not
subject tocustomers have selected us because of service quality concerns at the same degree of regulation as we will belarger enterprises. This competition may limit or reduce our profitability, reduce our growth and may have greater
resources than will be available to us.

DEPARTURES OF OUR KEY PERSONNEL OR DIRECTORS MAY IMPAIR OPERATIONS. If
any ofadversely affect our executive officers were to leave Pinnacle National, our operations
could suffer due to the costs associated with recruiting new personnel and
orienting them to our business. Particularly, we believe M. Terry Turner, Robert
A. McCabe, Jr. and Hugh M. Queener are important to our success, and if they
terminate their employment with us, our financial condition and results of operations may be adversely affected. While we have entered into three-year
employment agreements with Mr. Turner, Mr. McCabe and Mr. Queener, their
agreements do not contain non-competitionfinancial condition.
If a change in control or non-solicitation provisions;
therefore, we cannot be assured of their continued service. Additionally, our
directors' community involvement, diverse backgrounds and extensive local
business relationships are important to our success. If anychange in management is delayed or prevented, the market price of our directors
discontinue his or her relationship with us for whatever reason, or if the
composition of our board of directors changes materially, our growthcommon stock could be adverselynegatively affected.

GOVERNMENT REGULATION MAY ADVERSELY AFFECT PROFITABILITY AND GROWTH. We
are subject to extensive government supervision and regulation. Our ability to
achieve profitability and to grow could be adversely affected by state and
federal banking laws and regulations. These regulations are intended primarily
to protect depositors, not shareholders. In addition, the burden imposed by
Provisions in our corporate documents, as well as certain federal and state regulations, may place us atmake it difficult and expensive to pursue a competitive disadvantage
comparedtender offer, change in control or takeover attempt that our board of directors opposes. As a result, our shareholders may not have an opportunity to competitors whoparticipate in such a transaction, and the trading price of our stock may not rise to the level of other institutions that are less regulated. Future legislationmore vulnerable to hostile takeovers. Anti-takeover provisions contained in our charter also will make it more difficult for an outside shareholder to remove our current board of directors or government
policy may also adversely affect the banking industry or our operations. In
particular, with the enactmentmanagement.
The amount of the Gramm-Leach-Bliley Act, many federal and
state laws barring affiliations between banks, securities firms, insurance
companiescommon stock owned by, and other financial services providers have been eliminated. We
believe the removalcompensation arrangements with, our officers and directors may make it more difficult to obtain shareholder approval of these barriers may significantly increase competition in
our industry.

INTEREST RATES MAY DECREASE NET INTEREST INCOME. Our profitability
depends substantially on Pinnacle National's net interest income, which is the
difference between the interest income earned on its loans and other assets and
the interest expense paid on its deposits and other liabilities. A large change
in interest rates may significantly decrease or eliminate our profitability.
While we intend to take measures to minimize the effectpotential takeovers that changes in interest
rates will have on Pinnacle National's net interest income and profitability,
these measures may not be effective.

DIRECTORS AND EXECUTIVE OFFICERS COULD HAVE ABILITY TO INFLUENCE
SHAREHOLDER ACTIONS IN A MANNER ADVERSE TO YOUR PERSONAL INVESTMENT OBJECTIVES.
Together, ourthey oppose.
As of June 30, 2004, directors and executive officers beneficially owned approximately 18.9% of our common stock. Employment agreements with our senior management also provide for significant payments under certain circumstances following a change in control. These compensation arrangements, together with the common stock, option and warrant ownership of our board and management, could make it
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difficult or expensive to obtain majority support for shareholder proposals or potential acquisition proposals of us that our directors and officers oppose.
Our business is dependent on technology, and an inability to invest in technological improvements may adversely affect our results of operations and financial condition.
The financial services industry is undergoing rapid technological changes with frequent introductions of new technology-driven products and services. In addition to better serving customers, the effective use of technology increases efficiency and enables financial institutions to reduce costs. We have made significant investments in data processing, management information systems and internet banking accessibility. Our future success will depend in part upon our ability to create additional efficiencies in our operations through the use of technology, particularly in light of our past and projected growth strategy. Many of our competitors have substantially greater resources to invest in technological improvements. We cannot assure you that our technological improvements will increase our operational efficiency or that we will be able to influenceeffectively implement new technology-driven products and services or be successful in marketing these products and services to our customers.
We may be unable to satisfy regulatory requirements relating to our internal control over financial reporting.
Section 404 of the outcomeSarbanes-Oxley Act of director elections or block a significant transaction,2002 requires us to perform an evaluation of our internal control over financial reporting and have our auditor attest to such evaluation. Although we have prepared an internal plan of action for compliance, we have not completed the evaluation as a
merger or acquisition, that might otherwise be approved byof the shareholders. For
example,date of this filing. Compliance with these requirements is expected to be elected,expensive and time-consuming and may negatively impact our results of operations. Further, we may not meet the required deadlines. If we fail to timely complete this evaluation, or if our auditors cannot timely attest to our evaluation, we may be subject to regulatory scrutiny and a director nominee generally must receive more votes
than any other nominee for the same seat on the boardloss of directors. Further,public confidence in our internal control over financial reporting.
We are subject to various statutes and regulations that may limit our ability to take certain actions.
We operate in a merger or acquisition not adoptedhighly regulated industry and are subject to examination, supervision, and comprehensive regulation by two-thirdsvarious regulatory agencies. Our compliance with these regulations is costly and restricts certain of our boardactivities, including payment of directors
generally must be approveddividends, mergers and acquisitions, investments, loans and interest rates charged, interest rates paid on deposits and locations of offices. We are also subject to capitalization guidelines established by a two-thirds voteour regulators, which require us to maintain adequate capital to support our growth.
The laws and regulations applicable to the banking industry could change at any time, and we cannot predict the effects of these changes on our business and profitability. Because government regulation greatly affects the shareholders;business and most
other matters generally require that more shares be voted for rather than
against the proposal. Consequently, our directorsfinancial results of all commercial banks and executive officers, as a
group, may hold enough shares to effectively block a potential merger or
acquisition, or any other important matter requiring the affirmative vote of
two-thirds of our outstanding common stock, and may significantly influence the
outcome of a vote on any other matter.

STATE LAW AND CHARTER MAY PROHIBIT PREMIUM PRICE. In many cases,
shareholders receive a premium for their shares when a company is purchased by
another. Under Tennessee law, however, no bank holding company may acquire
controlcompanies, our cost of us until Pinnacle National has been incorporated for five years. In
addition, state and federal law andcompliance could adversely affect our charter make it difficult for anyone to
purchase us without approval of our board of directors. These provisions include
the existence of preferred stock, staggered terms for the directors,
restrictions on the ability to change the number of directors or to remove a
director, supermajority voting requirements and flexibility in considering
acquisition proposals.

operate profitably.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and the documents incorporated or deemed to be
incorporated by reference in this prospectus containcontains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements, which are based on assumptions and estimates and describe our future plans, strategies and expectations, are generally identifiable by the use of the words "anticipate,"
"will," "believe," "estimate," "expect," "intend," "seek,"“anticipate,” “will,” “believe,” “estimate,” “expect,” “intend,” “seek,” or similar expressions. These forward-looking statements may address, among other things, our business plans, objectives or goal for future operations, the anticipated effects of the offering of the securities hereunder, our anticipatedforecasted revenues, earnings, capital expenditures, contributions to our net sales by
acquired companies, sales momentum, customer and product sales mix, expected
efficiencies in our business and our ability to realize expected synergies from
acquisitions.assets or other measures of performance. These forward-looking statements are subject to risks, uncertainties and assumptions including governmental monetary and fiscal
policies, deposit levels, loan demand, loan collateral values, securities
portfolio values, interest rate risk management, the effects of competition in
the banking business from other commercial banks, thrifts, mortgage banking
firms, consumer finance companies, credit unions, securities brokerage firms,
insurance companies, money market funds and other financial institutions
operating in our market area and elsewhere, including institutions operating
through the Internet, changes in governmental regulation relating to the banking
industry, including regulations relating to branching and acquisitions, failure
of assumptions underlying the establishment of reserves for loan losses,
including the value of collateral underlying delinquent loans and other factors.assumptions. Important factors that could cause actual results to differ materially from the forward-looking statements
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we make or incorporate by reference in this prospectus are described under "Risk Factors" and in the documents incorporated
or deemed to be incorporated by reference in this prospectus.

“Risk Factors.” These factors include, but are not limited to:
• concentration of credit exposure;
• the strength of the Nashville MSA economy;
• our potential growth and the need for sufficient capital to support that growth;
• an insufficient allowance for loan losses as a result of inaccurate assumptions;
• changes in interest rates, yield curves and interest rate spread relationships;
• changes in the quality or composition of our loan or investment portfolios, including adverse developments in borrower industries or in the repayment ability of individual borrowers or issuers;
• increased competition or market concentration; and
• new state or federal legislation, regulations, or the initiation or outcome of litigation.
If one or more of these risks or uncertainties materialize, or if any of our underlying assumptions prove incorrect, our actual results, performance or achievements may vary materially from future results, performance or achievements expressed or implied by these forward-looking statements. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements in this section.prospectus. We undertake no obligation to publicly update or revise any forward-looking statements to reflect future events or developments.
USE OF PROCEEDS

Upon
We estimate that our net proceeds from our sale of the exercise of any warrant, we will receive $10.00 per shareshares of common stock issued aswe are offering will be approximately $ , or approximately $ million if the underwriters’ over-allotment option is exercised in full, in each case after deducting estimated underwriting discounts and commissions and the estimated offering expenses payable by us assuming a resultpublic offering price of $ per share.
We will invest approximately of the exercise of the warrant. We will usenet proceeds in Pinnacle National, where these proceeds would be available for general corporate purposes, including contributingPinnacle National’s lending and investment activities associated with its anticipated growth. We will retain the remaining approximately $ of the net proceeds for our general corporate purposes and working capital to position us for future growth opportunities. Pending these uses, the net proceeds will be invested by us in a variety of short-term assets, including federal funds, interest-bearing deposits in other banks and similar investments.
PRICE RANGE OF OUR COMMON STOCK
Our common stock has been traded on the Nasdaq Stock Market’s National Market System since August 14, 2002, under the symbol “PNFP.” From May 28, 2002, to August 13, 2002, our common stock was traded on the Nasdaq SmallCap Market and before that time it was traded on the Nasdaq over-the-counter bulletin board. The following table shows the high and low bid information for our common stock for the quarters since our common stock was originally listed on the Nasdaq over-the-counter bulletin board and thereafter on the Nasdaq SmallCap Market and the Nasdaq National Market System. Quotations for the period of time that the common stock was traded on the over-the-counter bulletin board reflect inter-dealer prices, without retail markup, markdown, or commission, and may not represent
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actual transactions. The stock prices set forth below are adjusted to reflect our two-for-one common stock split paid on May 10, 2004. To date, we have not paid any dividends on our common stock.
Bid Price Per Share
High Low
2002:
First quarter $ 5.25 $ 4.38
Second quarter 5.95 4.85
Third quarter 6.50 5.45
Fourth quarter 6.65 5.51
2003:
First quarter $ 7.07 $ 6.38
Second quarter 8.50 6.53
Third quarter 9.97 8.00
Fourth quarter 12.95 9.68
2004:
First quarter $ 15.50 $ 11.65
Second quarter 18.67 13.50
Third quarter (through August 18, 2004) 23.70 17.70
On August 18, 2004, the last reported sale price for our common stock on the Nasdaq National Market System was $21.56 per share. The market price for our stock is highly volatile and fluctuates in response to a wide variety of factors. At August 18, 2004, we had approximately 59 shareholders of record and an estimated 1,400 beneficial owners.
DIVIDEND POLICY
Holders of our common stock are entitled to receive dividends when, as and if declared by our board of directors out of funds legally available for dividends. We have never declared or paid any dividends on our common stock. In order to pay any dividends, we will need to receive dividends from Pinnacle National or have other sources of funds. As a national bank, Pinnacle National can only pay dividends to provide additional capital to support its
growth.

PLAN OF DISTRIBUTION

In the event of the exercise of any or all of the warrants by the
warrant holders, we will receive $10.00 multiplied by the number of shares
exercisable pursuant to the warrant. In exchangeus if it has retained earnings for the consideration,current fiscal year and the preceding two fiscal years, and if it has a positive retained earnings account. At June 30, 2004, Pinnacle National’s retained earnings were $2,240,225. In addition, its ability to pay dividends or otherwise transfer funds to us will be subject to various restrictions.
Our ability to pay dividends to our shareholders in the future will depend on our earnings and financial condition, liquidity and capital requirements, the general economic and regulatory climate, our ability to service any equity or debt obligations senior to our common stock and other factors deemed relevant by our board of directors. We currently intend to retain any future earnings to fund the development and growth of our business. Therefore, we will
issuedo not anticipate paying any cash dividends on our common stock in the foreseeable future.
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CAPITALIZATION
The following table sets forth our capitalization and certain capital ratios as of June 30, 2004. Our capitalization is presented on an actual basis and on an as adjusted basis to reflect the sale of 850,000 shares of our common stock in this offering and our receipt of $ million in estimated net proceeds from this offering, assuming a public offering price of $ per share and after deducting the underwriting discount and estimated expenses of the offering.
June 30, 2004
Actual As Adjusted
Stockholders’ equity:
Preferred stock, no par value; 10,000,000 shares authorized: no shares issued and outstanding $ — —
Common stock, par value $1.00; 20,000,000 shares authorized: 7,404,586 issued and outstanding at June 30, 2004 —As adjusted: 8,254,586 issued and outstanding 7,404,586 8,254,586
Additional paid-in capital 27,071,090
Retained earnings 2,050,342 2,050,342
Accumulated other comprehensive income (loss), net (1,400,921 ) (1,400,921 )
Total stockholders’ equity $ 35,125,097
Capital Ratios:
Leverage(1) 8.4 %
Risk-based capital(2):
Tier 1 10.2 %
Total 11.2 %
(1) Leverage ratio is defined as Tier 1 capital (pursuant to risk-based capital guidelines) as a percentage of adjusted average assets for the quarter ended June 30, 2004. As adjusted calculation assumes that proceeds from offering would have been received as the last transaction for the quarter ended June 30, 2004.
(2) The as adjusted calculations for the risk-based capital ratios assume that the proceeds from the offering are invested in assets which carry a 100% risk-weighting as of June 30, 2004.
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MANAGEMENT
Directors and Executive Officers
The following table sets forth certain information concerning our directors and executive officers as of August 5, 2004:
Name Age Position
M. Terry Turner(1) 49 President and Chief Executive Officer and Director
Robert A. McCabe, Jr.(1) 53 Chairman of the Board
Hugh M. Queener 48 EVP and Chief Administrative Officer
James E. White 51 EVP and Senior Lending Officer
Charles B. McMahan 57 EVP and Senior Credit Officer
Joanne B. Jackson 47 EVP and Client Services Group Manager
Harold R. Carpenter 45 EVP and Chief Financial Officer
Sue G. Atkinson(3) 63 Director
Gregory L. Burns(1)(4) 49 Director
Colleen Conway-Welch(3) 60 Director
Clay T. Jackson(2)(3) 50 Director
John E. Maupin, Jr.(3)(4) 57 Director
Robert E. McNeilly, Jr.(1)(2)(3) 72 Director
Dale W. Polley(1)(2) 55 Director
Linda E. Rebrovick(2) 48 Director
James L. Shaub, II(2)(4) 46 Director
Reese L. Smith, III(4) 56 Director
(1) Member of the Executive Committee of the Board of Directors.
(2) Member of the Audit Committee of the Board of Directors.
(3) Member of the Community Affairs Committee of the Board of Directors.
(4) Member of the Human Resources, Nominating and Compensation Committee of the Board of Directors
M. Terry Turneris our president and chief executive officer. Mr. Turner joined Park National Bank, Knoxville, Tennessee in 1979 where he held various management positions, including senior vice president of the bank’s commercial division. In 1985, Mr. Turner joined First American National Bank, Nashville, Tennessee, as a result of its acquisition of Park National Bank. Mr. Turner served from January 1994 until November 1998 as president of the retail bank of First American National Bank. From November 1998 until October 1999, he served as president of the Investment Services Group of First American Corporation. Mr. Turner’s banking career at First American in Nashville covered 14 years, and entailed executive level responsibilities for almost all aspects of its banking and investment operations.
Robert A. McCabe, Jr. began his banking career with the former Park National Bank of Knoxville, Tennessee, as an officer trainee in 1976. From 1976 to 1984, Mr. McCabe held various positions with Park National Bank in Knoxville, including senior vice president, until the acquisition of Park National by First American National Bank in 1985. Mr. McCabe joined First American as an executive vice president of the retail bank of First American National Bank of Nashville, a position he held until 1987 when First American promoted him to president and chief operating officer of the First American National Bank of Knoxville. In 1989, Mr. McCabe was given added responsibility by being named president and chief operating officer for First American’s east Tennessee region. Mr. McCabe continued in that position until 1991, when First American selected him as president of First American’s Corporate Banking division, and
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shortly thereafter, as president of its General Banking division. In 1994, First American appointed Mr. McCabe as a vice chairman of First American Corporation. In March 1999, Mr. McCabe was appointed by First American to manage all banking and non-banking operations, a position he held until First American’s merger with AmSouth in October 1999. Mr. McCabe serves as a director of National Health Investors of Murfreesboro, Tennessee.
Hugh M. Queenerwas employed by AmSouth from 1999 to 2000, serving as an executive vice president in the consumer banking group in Nashville. Prior to the exercising warrant holder. We will
not use an underwritermerger with AmSouth, Mr. Queener was employed by First American National Bank from 1987 to 1999, serving most recently as executive vice president in connectioncharge of retail lending from 1987 to 1999.
James E. Whitewas employed by AmSouth from 1999 to 2000, serving as executive vice president — group sales manager for the private banking group in Nashville. Prior to the merger with these issuancesAmSouth, Mr. White was employed by First American National Bank from 1991 to 1999, serving in a variety of common stock. Upon
issuance, the shares will be freely tradable subject,roles in the case of exercise
by affiliates of Pinnacle, to Rule 144 promulgated under the Securities Act.

LEGAL MATTERS

The legalitycommercial and private banking areas, including private banking group manager in 1998 and 1999 and president of the securitiesmiddle region of Tennessee in 1997 and 1998.
Charles B. McMahanwas employed by AmSouth Bancorporation from 1999 to 2002 as Senior Vice President — State Senior Credit Officer for Tennessee and Louisiana based in Nashville, Tennessee. Prior to the merger with AmSouth, Mr. McMahan was employed in a variety of roles from 1974 to 1999 at First American National Bank in the commercial and consumer lending areas and, ultimately, was promoted to Executive Vice President — Credit Administration. Mr. McMahan is also a certified public accountant.
Joanne B. Jacksonwas employed by AmSouth from 1999 to 2000 as the business banking team leader in Nashville, Tennessee. Prior to the merger with AmSouth, Ms. Jackson was employed as a senior vice president at First American National Bank from 1994 to 1999, serving in a variety of roles focusing on the small business market.
Harold R. Carpenterwas employed by AmSouth from 1999 to 2000 as a senior vice president in the finance group in Nashville, Tennessee. Prior to the merger with AmSouth, Mr. Carpenter was employed by First American National Bank as senior vice president from 1994 to 1999, serving most recently as the financial manager for the Tennessee, Mississippi and Louisiana areas. Mr. Carpenter was employed by the national accounting firm, KPMG, from 1982 to 1994.
Sue G. Atkinsonhas been chairman of Atkinson Public Relations of Nashville, Tennessee since 1986.
Gregory L. Burnsserves as chairman of the board and chief executive officer for O’Charley’s Inc. Mr. Burns joined O’Charley’s in 1983 as controller, and later held the positions of executive vice president, chief financial officer and president.
Colleen Conway-Welchis the dean and chief executive officer of the Vanderbilt University School of Nursing in Nashville, Tennessee, a position she has held since 1984. Ms. Conway-Welch’s professional activities include or have included serving as a member of the board of directors for Ardent Health Systems, Caremark and RehabCare Group.
Clay T. Jacksonis Senior Vice President, Regional Agency Manager, Tennessee for BB&T — Cooper, Love & Jackson. Mr. Jackson was the president and a principal of Cooper, Love & Jackson, Inc. prior to the September 2003 merger with BB&T and had served in this capacity since 1989.
John E. Maupin, Jr. is president and chief executive officer of Meharry Medical College, a position he has held since 1994. Dr. Maupin came to Meharry from the Morehouse School of Medicine in Atlanta, Georgia, where he served as executive vice president from 1989 to 1994. He currently serves on the Board of Directors of LifePoint Hospitals, Inc. and VALIC Companies I and II of American International Group Inc.
Robert E. McNeilly, Jris a retired banker, and is currently a board member of the Ragland Corporation, a privately-owned, real estate holding company. From 1993 to 1996, Mr. McNeilly served as
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president of First American Trust Company, Nashville, Tennessee, and from 1986 to 1993, as the chairman of First American National Bank.
Dale W. Polleyretired as a vice chairman and member of the board of directors of First American Corporation and First American National Bank in 2000. In the nine years preceding these positions, Mr. Polley served in various executive management positions at First American, which included serving as its president from 1997 to 1999. Before joining First American in 1991, Mr. Polley was group executive vice president and treasurer for C&S/ Sovran Corporation, and held various positions within Sovran before its merger with C&S. Mr. Polley joined Sovran from Commerce Union Bank of Nashville where he was its executive vice president and chief financial officer. Mr. Polley serves on the board of directors of O’Charley’s Inc.
Linda E. Rebrovickcurrently serves as executive vice president and chief marketing officer of BearingPoint. Ms. Rebrovick was previously executive vice president of HealthCare Consulting, KPMG Consulting and national managing partner, KPMG LLP’s HealthCare Consulting Practice. She has 22 years of experience in consulting, including work for IBM as the business unit executive for its Tennessee Consulting & Systems Integration Services.
James L. Shaub, IIis president and chief executive officer of Southeast Waffles, LLC, a multi-state Waffle House franchise based in Nashville.
Reese L. Smith, IIIis president of Haury & Smith Contractors, Inc., a real estate development and home building firm. From 1996 to 1999, Mr. Smith served as a board member of First Union National Bank of Nashville, and was a founder and director of Brentwood National Bank from its inception in 1991 to 1996.
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UNDERWRITING
Subject to the terms and conditions in the underwriting agreement dated , 2004, the underwriters named below, for whom Raymond James & Associates, Inc. is acting as representative, have severally agreed to purchase from us the respective number of shares of our common stock set forth opposite their names below:
Underwriter Number of Shares
Raymond James & Associates, Inc.
Total 850,000
The underwriting agreement provides that the obligations of the several underwriters to purchase and accept delivery of the common stock offered by this prospectus are subject to approval by their counsel of legal matters and to other conditions set forth in the underwriting agreement. The underwriters are obligated to purchase and accept delivery of all of the shares of common stock offered by this prospectus, if any are purchased, other than those covered by the over-allotment option described below.
The underwriters propose to offer the common stock directly to the public at the public offering price indicated on the cover page of this prospectus and to various dealers at that price less a concession not to exceed $ per share, of which $ may be reallowed to other dealers. After this offering, the public offering price, concession and reallowance to dealers may be reduced by the underwriters. No reduction will change the amount of proceeds to be passed upon for Pinnaclereceived by Bass, Berry & Sims PLC.

EXPERTSus as indicated on the cover page of this prospectus. The consolidated financial statementsshares of Pinnacle Financial Partners,
Inc. and subsidiary incorporatedcommon stock are offered by referencethe underwriters as stated in this prospectus, subject to receipt and elsewhereacceptance by them and subject to their right to reject any order in whole or in part.
We have granted to the underwriters an option, exercisable within 30 days after the date of this prospectus, to purchase from time to time up to an aggregate of 127,500 additional shares of common stock to cover over-allotments, if any, at the public offering price less the underwriting discount. If the underwriters exercise their over-allotment option to purchase any of the additional 127,500 shares, each underwriter, subject to certain conditions, will become obligated to purchase its pro rata portion of these additional shares based on the underwriter’s percentage purchase commitment in this offering as indicated in the table above. If purchased, these additional shares will be sold by the underwriters on the same terms as those on which the shares offered by this prospectus are being sold. The underwriters may exercise the over-allotment option only to cover over-allotments made in connection with the sale of the shares of common stock offered in this offering.
At our request, the underwriters have reserved up to 40,000 shares of our common stock offered by this prospectus for sale to our directors and officers at the public offering price set forth on the cover page of this prospectus. These persons must commit to purchase from an underwriter or selected dealer at the same time as the general public. The number of shares available for sale to the general public will be reduced to the extent these persons purchase the reserved shares. Any reserved shares purchased by our directors or executive officers will be subject to the lock-up agreements described on the following page. We are not making loans to these officers or directors to purchase such shares.
The following table summarizes the underwriting compensation to be paid to the underwriters by us. These amounts assume both no exercise and full exercise of the underwriters’ over-allotment option to purchase additional shares. We estimate that the total expenses payable by us in connection with this offering, other than the underwriting discount referred to below, will be approximately $ .
Total Without Total With
Per Share Over-Allotment Over-Allotment
Price to public $ $ $
Underwriting discounts
Proceeds to us, before expenses
17
We have agreed to indemnify the underwriters against various liabilities, including liabilities under the Securities Act of 1933, or to contribute to payments the underwriters may be required to make because of any of those liabilities.
Subject to specified exceptions, each of our directors and our executive officers has agreed, for a period of 90 days after the date of this prospectus, without the prior written consent of Raymond James & Associates, Inc., not to offer, sell, contract to sell, pledge, grant any option to purchase or otherwise dispose of any shares of our common stock or securities convertible into or exercisable or exchangeable for any shares of our common stock. This agreement also precludes any hedging collar or other transaction designed or reasonably expected to result in a disposition of our common stock or securities convertible into or exercisable or exchangeable for our common stock.
In addition, we have agreed that, for 90 days after the date of this prospectus, we will not, directly or indirectly, without the prior written consent of Raymond James & Associates, Inc., issue, sell, contract to sell, or otherwise dispose of or transfer, any of our common stock or securities convertible into, exercisable for or exchangeable for our common stock, or enter into any swap or other agreement that transfers, in whole or in part, the economic consequences of ownership of our common stock or securities convertible into, exercisable for or exchangeable for our common stock, except for our sale of common stock in this offering and the issuance of options or shares of common stock under our existing employee benefit plans, pursuant to previously issued warrants or in connection with acquisitions approved by the Company’s board of directors.
Until the offering is completed, rules of the Securities and Exchange Commission may limit the ability of the underwriters and certain selling group members to bid for and purchase shares of our common stock. As an exception to these rules, the underwriters may engage in certain transactions that stabilize the price of our common stock. These transactions may include short sales, stabilizing transactions, purchases to cover positions created by short sales and passive market making. Short sales involve the sale by the underwriters of a greater number of shares of our common stock than they are required to purchase in the offering. Stabilizing transactions consist of certain bids or purchases made for the purpose of preventing or retarding a decline in the market price of our common stock while the offering is in progress. In passive market making, the underwriter, in its capacity as market maker in the common stock, may, subject to limitations, make bids for or purchases of our common stock until the time, if any, at which a stabilizing bid is made.
The underwriters also may impose a penalty bid. This occurs when a particular underwriter repays to the other underwriters a portion of the underwriting discount received by it because the representatives have repurchased shares sold by or for the account of such underwriter in stabilizing or short covering transactions.
These activities by the underwriters may stabilize, maintain or otherwise affect the market price of our common stock. As a result, the price of our common stock may be higher than the price that otherwise might exist in the open market. If these activities are commenced, they may be discontinued by the underwriters without notice at any time. These transactions may be effected on the Nasdaq National Market or otherwise.
Our common stock is listed on the Nasdaq National Market under the symbol “PNFP.”
Certain representatives of the underwriters or their affiliates may in the future perform investment banking and other financial services, including without limitation outsourced retail investment services, for us, our affiliates and our customers for which they may receive advisory or transaction-based fees and commissions, as applicable, plus out-of-pocket expenses, of the nature and in amounts customary in the industry for such services. For example, we offer retail brokerage and investment services to our customers through a contract with Raymond James Financial Services, Inc., and Raymond James & Associates, Inc. is currently a market maker in our common stock on the Nasdaq National Market.
18
WHERE CAN YOU FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy any materials we file with the SEC at the SEC’s public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for more information on its public reference rooms. The SEC also maintains an Internet website at http://www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. Our SEC filings are also available on our website at http://www.mypinnacle.com and at the office of the Nasdaq National Market.
This prospectus, which is part of the registration statement, omits some of the information included in the registration statement have been auditedas permitted by Arthur Andersen LLP,
independent public accountants,the rules and regulations of the SEC. As a result, statements made in this prospectus as indicated in their reports with respect
thereto, and are included herein in reliance upon the authority of Arthur
Andersen LLP as experts in giving these reports.

OTHER EVENTS

In addition to the directors named in our Proxy Statement dated
April 6, 2001, two additional directors have been added to our Boardcontents of Directors subsequent to our Annual Meetingany contract or other document are not necessarily complete. You should read the full text of Shareholders. Gregory L. Burns and
Linda E. Rebrovick were both addedany contract or document filed as an exhibit to the board on June 17, 2001.

INCORPORATION OF CERTAIN INFORMATIONregistration statement for a more complete understanding of the contract or document or matter involved.
DOCUMENTS INCORPORATED BY REFERENCE

We have elected
The SEC allows us to "incorporate“incorporate by reference" certainreference” the information into
this prospectus. By incorporating by reference,we file with it, which means that we can disclose important information to you by referring you to another documentthose documents that we have previously filed separately with the SEC.SEC or documents that we will file with the SEC in the future. The information incorporated by reference is deemedconsidered to be part of this prospectus, except forand later information incorporated by reference that is
superseded by information contained in this prospectus, any prospectus
supplement or any document we subsequently file with the SEC that is
incorporated or deemed to be incorporated by reference intowill automatically update and supersede this prospectus.
Likewise, any statement in this prospectus or any document which is incorporated
or deemed to be incorporated by reference herein will be deemed to have been
modified or superseded to the extent that any statement contained in any
document that we subsequently file with the SEC that is incorporated or deemed
to be incorporated by reference herein modifies or supersedes that statement.information. This prospectus incorporates by reference the documents set forth below that we have previously filed with the SEC:

- Our Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2000;

- Our Quarterly Reports on Form 10-QSB,SEC. These documents contain important information about our company and its finances:
(1) The Registrant’s Annual Report on Form 10-KSB for the fiscal year ended December 31, 2003;
(2) The Registrant’s Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2004 and June 30, 2004;
(3) The Registrant’s Current Reports on Form 8-K filed January 21, 2004, February 2, 2004, April 20, 2004 and July 21, 2004; and
(4) The description of the Registrant’s Common Stock, par value $1.00 per share contained in the Registrant’s Registration Statement on Form 8-A filed with the Commission and dated August 3, 2000, including all amendments and reports filed for purposes of updating such description; and
We are also incorporating by reference into this prospectus any filings made by us with the SEC on
May 4, 2001, August 14, 2001 and November 7, 2001;

- Our Current Report on Form 8-K, filed with the SEC on
October 5, 2001;

- The description of the Registrant's Common Stock, par value
$1.00 per share, contained in the Registrant's Registration
Statement on Form 8-A, filed with the Commission and dated
August 3, 2000, including all amendments and reports filed for
purposes of updating such description; and

- All other reports that we file with the SEC pursuant to
Sectionunder Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act betweenafter the date hereof and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold. Any statements contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or replaced for purposes hereof to the extent that a statement contained herein (or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein) modifies or replaces such statement. Any statement so modified or replaced shall not be deemed, except as so modified or replaced, to constitute a part hereof.
Notwithstanding the foregoing, information furnished under Items 9 and 12 of any Current Report on Form 8-K, including the related exhibits, is not incorporated by reference in this prospectus andor the termination of
the offering.accompanying registration statement.
We will provide to each person, including any beneficial owner, to whom this prospectus is delivered a copy of any or all of the information that we have incorporated by reference into this prospectus but not delivered with this prospectus. To receive a free copy of any of the documents incorporated by reference in this prospectus, other than exhibits, unless they are specifically incorporated by reference in those
19
documents, call or write to our Corporate
Secretary,Harold R. Carpenter, Pinnacle Financial Partners, Inc., The Commerce Center, 211 Commerce Street, Suite 300, Nashville, Tennessee 37201, (telephone (615) 744-3700).744-3700. The information relating to us contained in this prospectus does not purport to be comprehensive and should be read together with the information contained in the documents incorporated or deemed to be incorporated by reference in this prospectus. AVAILABLE INFORMATION

We are subject to the information requirements of the Securities
Exchange Act of 1934, as amended, and we therefore file periodic reports, proxy
statements and other information with the SEC relating to our business,
financial statements and other matters. The reports, proxy statements and other
information we file may be inspected and copied at prescribed rates at the SEC's
Public Reference Room at Room 1024, 450 Fifth Street, N.W., Washington, D.C.
20549.See also “Where You may obtain information on the operation of the SEC's Public Reference
Room by

calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet site that
contains reports, proxy statements and other information regarding issuers like
us that file electronically with the SEC. The address of the SEC's Internet site
is http://www.sec.gov.

This prospectus constitutes part of a registration statement on
Form S-3 filed under the Securities Act of 1933, as amended,Can Find More Information.”
LEGAL MATTERS
Certain legal matters with respect to the securities. As permittedshares of common stock offered hereby will be passed upon for us by Bass, Berry & Sims PLC, Nashville, Tennessee. Certain legal matters with respect to the SEC's rules,common stock offered by this prospectus omits somewill be passed upon for Raymond James by Powell, Goldstein, Frazer & Murphy LLP, Atlanta, Georgia.
EXPERTS
The consolidated financial statements of Pinnacle Financial Partners, Inc. as of December 31, 2003 and December 31, 2002, and for each of the information, exhibits and undertakings includedfiscal years in the registration statement.
You may read and copy the information omitted fromthree-year period ended December 31, 2003 have been incorporated by reference in this prospectus but containedand in the registration statement in reliance upon the report of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as wellexperts in accounting and auditing.
20
TABLE OF CONTENTS
Page
Prospectus Summary 1
Risk Factors 7
Special Note Regarding Forward-Looking Statements 10
Use of Proceeds 11
Price Range of Our Common Stock 11
Dividend Policy 12
Capitalization 13
Management 14
Underwriting 17
Where Can You Find More Information 19
Documents Incorporated by Reference 19
Legal Matters 20
Experts 20
You should rely only on the information contained or incorporated by reference in this prospectus. We have not, and the underwriters have not, authorized any other person to provide you with different information. We are not, and the underwriters are not, making an offer to sell our common stock in any jurisdiction where the offer or sale is not permitted. You should assume that the information contained in this prospectus is accurate only as of the periodic reportsdate on the front cover of this prospectus, regardless of the time of delivery of this prospectus or any sale of the common stock. Our business, financial condition, results of operations and otherprospects may have changed since the date of this prospectus. Unless otherwise indicated, all information we file within this prospectus assumes that the SEC, at the public reference facilities maintained
by the SEC in Washington, D.C.underwriters will not exercise their option to purchase additional common stock to cover over-allotments.
850,000 Shares
Common Stock
PROSPECTUS
RAYMOND JAMES
, New York, New York and Chicago, Illinois.

2004
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

SEC filing fee.................................................................. $ 187.00
Legal fees*..................................................................... 7,000.00
Accounting Fees*................................................................ 250.00
Printing Expenses*.............................................................. 250.00
Miscellaneous*.................................................................. .00
---------
Total*................................................................. $7,687.00
=========
Item 14. Other Expenses of Issuance and Distribution.

- ----------------
* Estimated

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Registrant'sexpenses to be paid by the Registrant in connection with the distribution of the securities being registered are as set forth in the following table:
Securities and Exchange Commission fee $ 2,333
Printing expenses* $ 35,000
Legal fees and expenses* $ 50,000
Accounting fees and expenses* $ 67,500
Miscellaneous* $ 50,000
Total* $ 204,833
* Estimated
Item 15. Indemnification of Directors and Officers.
The Registrant’s bylaws provide that its directors and officers will be indemnified against expenses that they actually and reasonably incur if they are successful on the merits of a claim or proceeding. In addition, the bylaws provide that the Registrant will advance to its directors and officers reasonable expenses of any claim or proceeding so long as the director or officer furnishes the Registrant with (1) a written affirmation of his or her good faith belief that he or she has met the applicable standard of conduct and (2) a written statement that he or she will repay any advances if it is ultimately determined that he or she is not entitled to indemnification.
When a case or dispute is settled or otherwise not ultimately determined on its merits, the indemnification provisions provide that the Registrant will indemnify its directors and officers when they meet the applicable standard of conduct. The applicable standard of conduct is met if the director or officer acted in a manner he or she in good faith believed to be in or not opposed to the Registrant'sRegistrant’s best interests and, in the case of a criminal action or proceeding, if the insider had no reasonable cause to believe his or her conduct was unlawful. The Registrant'sRegistrant’s board of directors, shareholders or independent legal counsel determines whether the director or officer has met the applicable standard of conduct in each specific case.
The Registrant'sRegistrant’s bylaws also provide that the indemnification rights contained in the bylaws do not exclude other indemnification rights to which a director or officer may be entitled under any bylaw, resolution or agreement, either specifically or in general terms approved by the affirmative vote of the holders of a majority of the shares entitled to vote. The Registrant can also provide for greater indemnification than is provided for in the bylaws if the Registrant chooses to do so, subject to approval by its shareholders and the limitations provided in the Registrant'sRegistrant’s charter as discussed in the subsequent paragraph.
The Registrant'sRegistrant’s charter eliminates, with exceptions, the potential personal liability of a director for monetary damages to the Registrant and its shareholders for breach of a duty as a director. There is, however, no elimination of liability for:

- a breach of the director's duty of loyalty to the Registrant
or its shareholders;

- an act or omission not in good faith or which involves
intentional misconduct or a knowing violation of law; or

- any payment of a dividend or approval of a stock repurchase
that is illegal under the Tennessee Business Corporation Act
(the "TBCA").

• a breach of the director’s duty of loyalty to the Registrant or its shareholders;
• an act or omission not in good faith or which involves intentional misconduct or a knowing violation of law;��or
• any payment of a dividend or approval of a stock repurchase that is illegal under the Tennessee Business Corporation Act.
II-1
The Registrant'sRegistrant’s charter does not eliminate or limit the Registrant'sRegistrant’s right or the right of its shareholders to seek injunctive or other equitable relief not involving monetary damages.
The indemnification provisions of the bylaws specifically provide that the Registrant may purchase and maintain insurance on behalf of any director or officer against any liability asserted against and incurred by him or her in his or her capacity as a director, officer, employee or agent whether or not the Registrant would have had the power to indemnify against such liability.
The Registrant'sRegistrant’s bylaws further provide that, under similar limitations and conditions specified above for its directors and officers, the Registrant is obligated to provide indemnification for its organizers and may provide indemnification for its employees and agents.
The TBCATennessee Business Corporation Act (“TBCA”) provides that a corporation may indemnify any of its directors and officers against liability incurred in connection with a proceeding if (a)
such person(i) the director or officer acted in good faith; (b)faith, (ii) in the case of conduct in anhis or her official capacity with the corporation, hethe director or officer reasonably believed such conduct was in the corporation'scorporation’s best interests; (c)interests, (iii) in all other cases, hethe director or officer reasonably believed that his or her conduct was at least not opposed to the best interestsinterest of the corporation;corporation, and (d)(iv) in connection with any criminal proceeding, such personthe director or officer had no reasonable cause to believe that his or her conduct was unlawful. In actions brought by or in the right of the corporation, however, the TBCA provides that no indemnification may be made if the director or officer was adjudged to be liable to the corporation. In cases where the director or officer is wholly successful, on the merits or otherwise, in the defense of any proceeding instigated because of his or her status as an officer or director of a corporation, the TBCA mandates that the corporation indemnify the director or officer against reasonable expenses incurred in the proceeding. The TBCA also provides that in connection with any proceeding charging improper personal benefit to an officer or director, no indemnification may be made if such officer or director is adjudged liable on the basis that such personal benefit was improperly received. In cases whereNotwithstanding the director or officer is wholly successful, onforegoing, the merits or otherwise, in the
defense of any proceeding instigated because of his or her status as a director
or officer of a corporation, the TBCA mandates that the corporation indemnify
the director or officer against reasonable expenses incurred in the proceeding.
The TBCA provides that a court of competent jurisdiction, unless the
corporation's charter provides otherwise, upon application, may order that an officer or director be indemnified for reasonable expenses if, in consideration of all relevant circumstances, the court determines that such individual is fairly and reasonably entitled to indemnification, notwithstandingwhether or not the fact that
(a) such officer or directorstandard of conduct set forth above was adjudged liable to the corporation in a
proceeding by or in the right of the corporation; (b) such officer or director
was adjudged liable on the basis that personal benefit was improperly received
by him; or (c) such officer or director breached his duty of care to the
corporation.

ITEM 16. EXHIBITS

met.

Exhibit No. Exhibit Description
- ----------- -------------------

4.1 Bylaws (previously filed as Exhibit 3.2 to the Company's Registration Statement on Form SB-2
dated May 30, 2000 (Registration No. 333-38018 and incorporated herein by reference).

4.2 Charter, as amended and restated, previously filed as Exhibit 3.1 to the Company's
Registration Statement on Form SB-2 dated May 30, 2000 (Registration No. 333-38018 and
incorporated herein by reference).

4.3 Form of Pinnacle Financial Partners, Inc. Organizers' Warrant Agreement, previously filed
as Exhibit 10.4 to the Company's Registration Statement on Form SB-2 dated May 30, 2000
(Registration No. 333-38018 and incorporated herein by reference).

5 Opinion of Bass, Berry & Sims PLC

23.1 Consent of Arthur Andersen LLP

23.2 Consent of Bass, Berry & Sims PLC (included in Exhibit 5)

24 Power of Attorney (included at pages II-4 and II-5)
Item 16. Exhibits.
1 .1 Form of Underwriting Agreement.**
3 .1 Charter, as amended and restated (restated for SEC electronic filing purposes only) (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2004, as filed with the Securities and Exchange Commission on May 6, 2004).
3 .2 Bylaws (incorporated herein by reference to the Registrant’s Annual Report on Form 10-KSB for the fiscal year ended December 31, 2002, as filed with the Securities and Exchange Commission on March 6, 2003).
4 .1 Specimen Common Stock Certificate (incorporated herein by reference to the Registrant’s Registration Statement on Form SB-2 (Registration No. 333-38018)).
4 .2 See Exhibits 3.1 and 3.2 for provisions of the Charter and Bylaws defining rights of holders of the Common Stock.
5 .1 Opinion of Bass, Berry & Sims PLC.*
23 .1 Consent of KPMG LLP.**
23 .2 Consent of Bass, Berry & Sims PLC (included in Exhibit 5.1).*
24 .1 Powers of Attorney.*
* Previously filed.
** Filed herewith.
II-2

ITEM 17. UNDERTAKINGS

Item 17. Undertakings.
(a) The undersigned registrantRegistrant hereby undertakes:

(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 facts or events
which, individually or together, represent a
fundamental change in the information in the
registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of
securities offered would not exceedundertakes that, which was
registered) and any deviation from the low or high
end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent
no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement;

(iii) To include any additional or changed material
information on the plan of distribution;

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 with or furnished to the Commission by
the registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.

(2) That, for the purposepurposes of determining any liability under the Securities Act, each filing of 1933, each such post-effective amendmentthe Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act and that is incorporated by reference in this 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 initialbona fideoffering 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 small business issuerregistrant pursuant to the foregoing provisions, or otherwise, the small business issuerregistrant has been advised that in the opinion of the Securities and Exchange CommissionSEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against thesesuch liabilities other(other than ourthe payment by the registrant of expenses incurred or paid by one of our directors, officers,a director, officer or controlling personsperson of the registrant in the successful defense of any action, suit or proceeding,proceeding) is asserted by thatsuch director, officer or controlling person in connection with the securities being registered, wethe registrant will, unless in the opinion of ourits counsel the matter has been settled by a controlling precedent, submit to a court of appropriate jurisdiction the question whether thissuch indemnification by usit is against public policy as expressed in the Securities Act and will be governed by the final adjudication of these issues.

such issue.
(c) The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
(2) For the purpose of determining liability under the Securities Act, each post-effective amendment that contains a form of prospectus 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
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 No. 2 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Nashville, State of Tennessee, on the 15ththis 19th day of January, 2002.

PINNACLE FINANCIAL PARTNERS, INC.

By: /s/ M. Terry Turner
--------------------------------------------
M. Terry Turner
President, Chief Executive Officer and Director

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints M. Terry Turner and Robert A.
McCabe, Jr. and each of them his or her true and lawful attorneys-in-fact and
agents, 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 sign any and
all amendments to this Registration Statement, and to file the same, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

August, 2004.
PINNACLE FINANCIAL PARTNERS, INC.
By: /s/ M. TERRY TURNER
M. Terry Turner
Chief Executive Officer
Pursuant to the requirements of the Securities Act, of 1933, this Amendment No. 2 to Registration Statement has been signed by the following persons in the capacities and as ofon the dates indicated.

indicated below.

Signature Title Date
- ------------------------------------- --------------------------------------------- -----------------

/s/
*
Robert A. McCabe, Jr. Chairman and Director August 19, 2004
/s/ M. TERRY TURNER
M. Terry Turner President, Chief Executive Officer and January 15, 2002
- ------------------------------------- Director (Principal executive officer)
M. Terry Turner

/s/ Hugh M. Queener Executive Vice President, Officer) August 19, 2004
/s/ HAROLD R. CARPENTER
Harold R. Carpenter Chief January 15, 2002
- ------------------------------------- AdministrativeFinancial Officer (Principal financial
Hugh M. QueenerFinancial and accounting officer)

/s/ Robert A. McCabe, Jr. Chairman of the Board of Directors January 15, 2002
- ------------------------------------
Robert A. McCabe, Jr.

/s/ Accounting Officer) August 19, 2004
*
Sue G. Atkinson Director January 15, 2002
- ------------------------------------
Sue G. Atkinson

/s/ August 19, 2004

Gregory L. Burns Director January 15, 2002
- ------------------------------------
Gregory L. Burns

/s/
*
Colleen Conway-Welch Director January 15, 2002
- ------------------------------------
Colleen Conway-Welch

II-4

Signature Title Date
- ------------------------------------- --------------------------------------------- -----------------

/s/ August 19, 2004
*
Clay T. Jackson Director January 15, 2002
- ------------------------------------
Clay T. Jackson

/s/ August 19, 2004
*
John E. Maupin, Jr., D.D.S. Director January 15, 2002
- ------------------------------------
John E. Maupin, Jr.

/s/ August 19, 2004
*
Robert E. McNeilly, Jr. Director January 15, 2002
- ------------------------------------
Robert E. McNeilly, Jr.

/s/ August 19, 2004
*
Dale W. Polley Director January 15, 2002
- ------------------------------------
Dale W. Polley

/s/ August 19, 2004
*
Linda E. Rebrovick Director January 15, 2002
- ------------------------------------
Linda E. Rebrovick

/s/ August 19, 2004
II-4
*
James L. Shaub, II Director January 15, 2002
- ------------------------------------
James L. Shaub, II

/s/ August 19, 2004
*
Reese L. Smith, III Director January 15, 2002
- ------------------------------------
Reese L. Smith, III
August 19, 2004
* /s/ M. TERRY TURNER
M. Terry Turner
Attorney-in-Fact
II-5
EXHIBIT INDEX
1 .1 Form of Underwriting Agreement.**
3 .1 Charter, as amended and restated (restated for SEC electronic filing purposes only) (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2004, as filed with the Securities and Exchange Commission on May 6, 2004)
3 .2 Bylaws (incorporated herein by reference to the Registrant’s Annual Report on Form 10-KSB for the fiscal year ended December 31, 2002, as filed with the Securities and Exchange Commission on March 6, 2003)
4 .1 Specimen Common Stock Certificate (incorporated herein by reference to the Registrant’s Registration Statement on Form SB-2 (Registration No. 333-38018))
4 .2 See Exhibits 3.1 and 3.2 for provisions of the Charter and Bylaws defining rights of holders of the Common Stock.
5 .1 Opinion of Bass, Berry & Sims PLC.*
23 .1 Consent of KPMG LLP.**
23 .2 Consent of Bass, Berry & Sims PLC (included in Exhibit 5.1).*
24 .1 Powers of Attorney.*

Exhibit No. Exhibit Description
- ----------- -------------------

4.4 Bylaws (previously filed as Exhibit 3.2 to the Company's Registration Statement on Form SB-2
dated May 30, 2000 (Registration No. 333-38018 and incorporated herein by reference).

4.5 Charter, as amended and restated, previously filed as Exhibit 3.1 to the Company's
Registration Statement on Form SB-2 dated May 30, 2000 (Registration No. 333-38018 and
incorporated herein by reference).

4.6 Form of Pinnacle Financial Partners, Inc. Organizers' Warrant Agreement, previously filed
as Exhibit 10.4 to the Company's Registration Statement on Form SB-2 dated May 30, 2000
(Registration No. 333-38018 and incorporated herein by reference).

5 Opinion of Bass, Berry & Sims PLC

23.1 Consent of Arthur Andersen LLP

23.2 Consent of Bass, Berry & Sims PLC (included in Exhibit 5)

24 Power of Attorney (included at pages II-4 and II-5)
* Previously filed.

II-6

~~Exhibit No. Exhibit Description - ----------- -------------------~~ 4.1 Bylaws (previously filed as Exhibit 3.2 to the Company's Registration Statement on Form SB-2 dated May 30, 2000 (Registration No. 333-38018 and incorporated herein by reference). 4.2 Charter, as amended and restated, previously filed as Exhibit 3.1 to the Company's Registration Statement on Form SB-2 dated May 30, 2000 (Registration No. 333-38018 and incorporated herein by reference). 4.3 Form of Pinnacle Financial Partners, Inc. Organizers' Warrant Agreement, previously filed as Exhibit 10.4 to the Company's Registration Statement on Form SB-2 dated May 30, 2000 (Registration No. 333-38018 and incorporated herein by reference). 5 Opinion of Bass, Berry & Sims PLC 23.1 Consent of Arthur Andersen LLP 23.2 Consent of Bass, Berry & Sims PLC (included in Exhibit 5) 24 Power of Attorney (included at pages II-4 and II-5)

Item 16.	*Exhibits.*

Signature Title Date - ------------------------------------- --------------------------------------------- ----------------- ~~/s/~~
	August 19, 2004

* Clay T. Jackson		Director ~~January 15, 2002 - ------------------------------------ Clay T. Jackson /s/~~	August 19, 2004

* John E. Maupin, Jr., D.D.S.		Director ~~January 15, 2002 - ------------------------------------ John E. Maupin, Jr. /s/~~	August 19, 2004

* Robert E. McNeilly, Jr.		Director ~~January 15, 2002 - ------------------------------------ Robert E. McNeilly, Jr. /s/~~	August 19, 2004

* Dale W. Polley		Director ~~January 15, 2002 - ------------------------------------ Dale W. Polley /s/~~	August 19, 2004

* Linda E. Rebrovick		Director ~~January 15, 2002 - ------------------------------------ Linda E. Rebrovick /s/~~	August 19, 2004

** Filed herewith.


Bob F. Thompson		Katherine M. Koops
Bass, Berry & Sims PLC		Powell, Goldstein, Frazer & Murphy LLP
315 Deaderick Street, Suite 2700		191 Peachtree Street, N.E. 16th Floor
Nashville, Tennessee 37238-0002		Atlanta, Georgia 30303
(615) 742-6200		(404) 572-6600


Tennessee		62-1812853
(State or other jurisdiction of incorporation or organization)		(I.R.S. employer identification number)


	Per Share	Total

Public offering price	$	$
Underwriting discount	$	$
Proceeds, before expenses, to us	$	$


	•	Customers generally perceive that service levels at banks are declining. We believe this is largely attributable to integration issues resulting from continued consolidation in the bank and brokerage industries. Additionally, small business owners want both a reliable point of contact that is knowledgeable about their business and the financial products and services that are important to the success of their business.


	•	Client usage of more sophisticated financial products continues to grow, causing traditional banks to lose market share to other types of financial services companies, such as mutual fund companies and securities brokerage firms.

	•	There is significant growth in the demand for convenient access to financial services, particularly through ATMs, telephone banking and Internet banking.


	•	hiring and retaining highly experienced and qualified banking and financial professionals with successful track records and established books of business within our target markets;

	•	providing individualized attention backed by consistent, local decision-making authority;

	•	leveraging our directors’ and officers’ diverse personal and business contacts, community involvement and professional expertise;

	•	establishing a distribution strategy designed to prudently expand our physical and virtual market presence, thereby providing convenient banking access for our clients 24 hours a day; and

	•	using advanced technology and strategic alliances, including those established through Pinnacle National’s brokerage division, Pinnacle Asset Management, to provide a broad array of sophisticated and convenient banking, investment and insurance products and services.


	•	Capturing Market Share from Large, Non-Local Competitors. According to FDIC deposit information, the collective market share of deposits in the Nashville MSA of AmSouth (subsequent to its acquisition of First American), Bank of America Corporation and SunTrust Banks, Inc. declined from 59.6% to 52.0% from June 30, 1999 to June 30, 2003. With large, non-local financial institutions holding approximately 76% of the deposit base in the Nashville MSA and approximately 90% in Davidson County as of June 30, 2003, we anticipate that we can continue to attract customers who prefer local decision-making and interaction with financial professionals who can provide personalized and knowledgeable service.


	•	Targeting Attractive Trade Areas in Our Market for Internal Expansion. Currently we have five branch offices in large, vibrant trade areas within the Nashville MSA. We plan to open two additional locations in 2004 in the West End Avenue area of Davidson County and in Franklin in Williamson County, and thereafter selectively expand into other trade areas. According to FDIC data for June 30, 2003, the total deposits in areas surrounding our current locations, together with our soon-to-be completed West End Avenue location, represent approximately 67% of the total deposits in the entire Nashville MSA. Based on the profiles of our primary market segments, we have targeted and plan to continue to target those trade areas with attractive population densities and population growth characteristics.

	•	Providing Innovative and Convenient Services. We plan to continue to provide our customers with innovative and convenient banking and investment services that we believe are necessary to retain and enhance existing relationships, as well as to attract new business relationships. In particular, we will continue to employ a customer-oriented service approach, enhanced by user-friendly technologies, to enable us to differentiate ourselves from other banking and investment institutions. For example, we have established a comprehensive on-line banking and brokerage system for commercial cash management clients and affluent households, allowing them to pay bills, originate wire transfers, obtain account information, including front and back images of checks, and perform on-line stock trades. Additionally, for our commercial clients, we also provide a deposit courier service making it convenient for businesses to establish banking relationships with Pinnacle National.

	•	Evaluating Merger and Acquisition Opportunities. Our long-term strategy may also include strategic mergers with or acquisitions of financial institutions in the Nashville MSA or other attractive market areas. We will prudently evaluate these opportunities as they arise.


Common stock offered by Pinnacle Financial Partners		850,000 shares

Common stock outstanding after this offering		8,254,586 shares

Net proceeds		We anticipate that our net proceeds from this offering, without the exercise of the over-allotment option, will be approximately $ .

Use of proceeds		We intend to contribute a substantial portion of the net proceeds to Pinnacle National for use as working capital to fund future internal growth with the remaining proceeds being available for other general corporate purposes of Pinnacle Financial Partners.

Risk factors		See “Risk Factors” beginning on page 7 and the other information included and incorporated by reference in this prospectus for a discussion of factors you should carefully consider before deciding to invest in shares of our common stock.

Nasdaq National Market symbol		PNFP



		Six Months Ended

		June 30,			June 30,
		2004			2003			2003			2002			2001			2000


		(Unaudited)

		(In thousands, except per share data, ratios and percentages)
Statement of Financial Condition Data:
Total assets		$	586,313		$	403,229		$	498,421		$	305,279		$	175,439		$	39,042
Loans, net			350,801			252,260			293,286			207,066			134,440			12,047
Allowance for loan losses			(4,466	)		(3,189	)		(3,719	)		(2,677	)		(1,832	)		(162	)
Securities available-for-sale			137,892			99,968			139,944			73,980			19,886			7,116
Deposits and securities sold under agreements to repurchase			491,094			326,892			405,619			249,067			147,917			22,945
Federal Home Loan Bank advances			47,500			41,500			44,500			21,500			8,500			—
Subordinated debt			10,310			—			10,310			—			—			—
Stockholders’ equity			35,125			33,627			34,336			32,404			18,291			15,771
Income Statement Data:
Interest income		$	11,892		$	8,315		$	18,262		$	12,561		$	6,069		$	506
Interest expense			3,204			2,694			5,363			4,362			2,579			125

	Net interest income		8,688			5,621			12,899			8,199			3,490			381
Provision for loan losses			802			635			1,157			938			1,670			162

	Net interest income after provision for loan losses		7,886			4,986			11,742			7,261			1,820			219
Noninterest income			2,408			1,339			3,287			1,732			1,341			115
Noninterest expense			7,027			4,917			11,049			7,989			6,363			2,589

	Income (loss) before income taxes		3,267			1,408			3,980			1,004			(3,202	)		(2,255	)
Income (benefit) tax expense			1,028			498			1,426			356			(2,065	)		—

	Net income (loss)	$	2,239		$	910		$	2,555		$	648		$	(1,137	)	$	(2,255	)

Per Share Data:
Earnings (loss) per share — basic		$	0.30		$	0.12		$	0.35		$	0.11		$	(0.29	)	$	(1.40	)
Weighted average shares outstanding — basic			7,391,013			7,384,106			7,384,106			6,108,942			3,963,196			1,617,616
Earnings (loss) per share — diluted		$	0.27		$	0.12		$	0.33		$	0.11		$	(0.29	)	$	(1.40	)
Weighted average shares outstanding — diluted			8,246,422			7,722,274			7,876,006			6,236,844			3,963,196			1,617,616
Book value per share		$	4.74		$	4.55		$	4.65		$	4.39		$	3.96		$	4.13
Common shares outstanding at end of period			7,404,586			7,384,106			7,384,106			7,384,106			4,624,106			3,820,000


(1)	Performance ratios and other data for the period ended December 31, 2000, are for the period from October 27, 2000, (commencement of banking operations) through December 31, 2000.

(2)	Ratios and data for the six months ended June 30, 2004, and June 30, 2003, are annualized.

(3)	Net interest margin is the result of net interest income for the period divided by average interest earning assets.

(4)	Net interest spread is the result of the difference between the interest yield earned on interest earning assets less the interest paid on interest bearing liabilities.

(5)	Efficiency ratio is the result of noninterest expense divided by the sum of net interest income and noninterest income.

(6)	Leverage ratio is defined as Tier 1 capital (pursuant to risk-based capital guidelines) as a percentage of adjusted average assets.


Item 15.	*Indemnification of Directors and Officers.*


Item 17.	*Undertakings.*


	•	concentration of credit exposure;

	•	the strength of the Nashville MSA economy;

	•	our potential growth and the need for sufficient capital to support that growth;

	•	an insufficient allowance for loan losses as a result of inaccurate assumptions;

	•	changes in interest rates, yield curves and interest rate spread relationships;

	•	changes in the quality or composition of our loan or investment portfolios, including adverse developments in borrower industries or in the repayment ability of individual borrowers or issuers;

	•	increased competition or market concentration; and

	•	new state or federal legislation, regulations, or the initiation or outcome of litigation.



		Bid Price Per Share

		High		Low

2002:
	First quarter	$	5.25	$	4.38
	Second quarter		5.95		4.85
	Third quarter		6.50		5.45
	Fourth quarter		6.65		5.51
2003:
	First quarter	$	7.07	$	6.38
	Second quarter		8.50		6.53
	Third quarter		9.97		8.00
	Fourth quarter		12.95		9.68
2004:
	First quarter	$	15.50	$	11.65
	Second quarter		18.67		13.50
	Third quarter (through August 18, 2004)		23.70		17.70



			June 30, 2004

			Actual			As Adjusted

Stockholders’ equity:
	Preferred stock, no par value; 10,000,000 shares authorized: no shares issued and outstanding		$	—			—
	Common stock, par value $1.00; 20,000,000 shares authorized: 7,404,586 issued and outstanding at June 30, 2004 —As adjusted: 8,254,586 issued and outstanding			7,404,586			8,254,586
	Additional paid-in capital			27,071,090
	Retained earnings			2,050,342			2,050,342
	Accumulated other comprehensive income (loss), net			(1,400,921	)		(1,400,921	)

		Total stockholders’ equity	$	35,125,097

Capital Ratios:
	Leverage(1)			8.4	%
	Risk-based capital(2):
		Tier 1		10.2	%
		Total		11.2	%


(1)	Leverage ratio is defined as Tier 1 capital (pursuant to risk-based capital guidelines) as a percentage of adjusted average assets for the quarter ended June 30, 2004. As adjusted calculation assumes that proceeds from offering would have been received as the last transaction for the quarter ended June 30, 2004.

(2)	The as adjusted calculations for the risk-based capital ratios assume that the proceeds from the offering are invested in assets which carry a 100% risk-weighting as of June 30, 2004.


Name	Age		Position

M. Terry Turner(1)		49	President and Chief Executive Officer and Director
Robert A. McCabe, Jr.(1)		53	Chairman of the Board
Hugh M. Queener		48	EVP and Chief Administrative Officer
James E. White		51	EVP and Senior Lending Officer
Charles B. McMahan		57	EVP and Senior Credit Officer
Joanne B. Jackson		47	EVP and Client Services Group Manager
Harold R. Carpenter		45	EVP and Chief Financial Officer
Sue G. Atkinson(3)		63	Director
Gregory L. Burns(1)(4)		49	Director
Colleen Conway-Welch(3)		60	Director
Clay T. Jackson(2)(3)		50	Director
John E. Maupin, Jr.(3)(4)		57	Director
Robert E. McNeilly, Jr.(1)(2)(3)		72	Director
Dale W. Polley(1)(2)		55	Director
Linda E. Rebrovick(2)		48	Director
James L. Shaub, II(2)(4)		46	Director
Reese L. Smith, III(4)		56	Director


(1)	Member of the Executive Committee of the Board of Directors.

(2)	Member of the Audit Committee of the Board of Directors.

(3)	Member of the Community Affairs Committee of the Board of Directors.

(4)	Member of the Human Resources, Nominating and Compensation Committee of the Board of Directors


Underwriter		Number of Shares

Raymond James & Associates, Inc.

	Total		850,000


	(1) The Registrant’s Annual Report on Form 10-KSB for the fiscal year ended December 31, 2003;

	(2) The Registrant’s Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2004 and June 30, 2004;

	(3) The Registrant’s Current Reports on Form 8-K filed January 21, 2004, February 2, 2004, April 20, 2004 and July 21, 2004; and

	(4) The description of the Registrant’s Common Stock, par value $1.00 per share contained in the Registrant’s Registration Statement on Form 8-A filed with the Commission and dated August 3, 2000, including all amendments and reports filed for purposes of updating such description; and


	Page

Prospectus Summary		1
Risk Factors		7
Special Note Regarding Forward-Looking Statements		10
Use of Proceeds		11
Price Range of Our Common Stock		11
Dividend Policy		12
Capitalization		13
Management		14
Underwriting		17
Where Can You Find More Information		19
Documents Incorporated by Reference		19
Legal Matters		20
Experts		20


Item 14.	*Other Expenses of Issuance and Distribution.*


Securities and Exchange Commission fee	$	2,333
Printing expenses*	$	35,000
Legal fees and expenses*	$	50,000
Accounting fees and expenses*	$	67,500
Miscellaneous*	$	50,000

Total*	$	204,833


	•	a breach of the director’s duty of loyalty to the Registrant or its shareholders;

	•	an act or omission not in good faith or which involves intentional misconduct or a knowing violation of law;��or

	•	any payment of a dividend or approval of a stock repurchase that is illegal under the Tennessee Business Corporation Act.


1	.1	Form of Underwriting Agreement.**
3	.1	Charter, as amended and restated (restated for SEC electronic filing purposes only) (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2004, as filed with the Securities and Exchange Commission on May 6, 2004).
3	.2	Bylaws (incorporated herein by reference to the Registrant’s Annual Report on Form 10-KSB for the fiscal year ended December 31, 2002, as filed with the Securities and Exchange Commission on March 6, 2003).
4	.1	Specimen Common Stock Certificate (incorporated herein by reference to the Registrant’s Registration Statement on Form SB-2 (Registration No. 333-38018)).
4	.2	See Exhibits 3.1 and 3.2 for provisions of the Charter and Bylaws defining rights of holders of the Common Stock.
5	.1	Opinion of Bass, Berry & Sims PLC.*
23	.1	Consent of KPMG LLP.**
23	.2	Consent of Bass, Berry & Sims PLC (included in Exhibit 5.1).*
24	.1	Powers of Attorney.*


	(1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

	(2) For the purpose of determining liability under the Securities Act, each post-effective amendment that contains a form of prospectus 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.



* Robert A. McCabe, Jr.	Chairman and Director	August 19, 2004

/s/ M. TERRY TURNER M. Terry Turner	President, Chief Executive Officer and ~~January 15, 2002 - -------------------------------------~~ Director (Principal ~~executive officer) M. Terry Turner /s/ Hugh M. Queener~~ Executive ~~Vice President,~~ Officer)	August 19, 2004

/s/ HAROLD R. CARPENTER Harold R. Carpenter	Chief ~~January 15, 2002 - ------------------------------------- Administrative~~Financial Officer (Principal ~~financial Hugh M. Queener~~Financial and accounting officer) /s/ Robert A. McCabe, Jr. Chairman of the Board of Directors January 15, 2002 - ------------------------------------ Robert A. McCabe, Jr. /s/ Accounting Officer)	August 19, 2004

* Sue G. Atkinson	Director ~~January 15, 2002 - ------------------------------------ Sue G. Atkinson /s/~~	August 19, 2004

Gregory L. Burns	Director ~~January 15, 2002 - ------------------------------------ Gregory L. Burns /s/~~

* Colleen Conway-Welch	Director ~~January 15, 2002 - ------------------------------------ Colleen Conway-Welch~~

*
James L. Shaub, II

Director ~~January 15, 2002 - ------------------------------------ James L. Shaub, II /s/~~

August 19, 2004

*
Reese L. Smith, III

Director ~~January 15, 2002 - ------------------------------------ Reese L. Smith, III~~

August 19, 2004