SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 31, 1999
FIRST AMERICAN CORPORATION
(Exact Name of Registrant as Specified in
Charter)
Tennessee 0-6198 62-0799975
(State or Other (Commission File (I.R.S. Employer
Jurisdiction of Number) Identification No.)
Incorporation)
First American Center, 37237-0700
Nashville, Tennessee (Zip Code)
(Address of Principal Executive Offices)
Registrant's telephone number, including
area code: (615) 748--2000
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
First American Corporation ("First American"), AmSouth
Bancorporation ("AmSouth") and a wholly owned subsidiary of AmSouth ("Merger
Sub") entered into an Agreement and Plan of Merger, dated as of May 31, 1999
(the "Merger Agreement"), pursuant to which Merger Sub will merge with and
into First American and each share of common stock, par value $2.50 per share,
of First American ("First American Common Stock") outstanding immediately prior
thereto will be converted into the right to receive 1.871 shares of common
stock, par value $1.00 per share, of AmSouth ("AmSouth Common Stock"), with cash
in lieu of fractional shares of AmSouth Common Stock, in a transaction expected
to be treated as a "reorganization" under Section 368(a) of the Internal Revenue
Code of 1986, as amended.
In connection with the Merger Agreement, First American entered into
an agreement with AmSouth, dated as of June 1, 1999, granting AmSouth an option
to purchase 23,250,165 shares of First American Common Stock (approximately
19.9% of those shares outstanding) at a price of $40.1625 per share, exercisable
only under certain circumstances as set forth in such agreement, and AmSouth
entered into a substantially identical agreement with First American, dated as
of June 1, 1999, granting First American an option to purchase up to 35,025,240
shares of AmSouth Common Stock (approximately 19.9% of those shares outstanding)
at a price of $28.5983 per share.
A copy of the press release dated June 1, 1999 and a copy of the
analyst presentation materials dated June 1, 1999, each regarding the
proposed Merger, are attached as Exhibits 99.1 and 99.2 hereto, respectively,
and are hereby incorporated herein by reference.
In connection with and immediately prior to entering into the Merger
Agreement and the stock option agreements, First American and First Chicago
Trust Company of New York, as Rights Agent ("First Chicago Trust Company"),
entered into an amendment to the Rights Agreement, dated as of July 16, 1998, by
and between First American and First Chicago Trust Company. A copy of the
amendment to the Rights Agreement is attached as Exhibit 4.1 hereto and is
hereby incorporated herein by reference.
This current report on Form 8-K and Exhibit 99.1 hereto contain
forward looking statements with respect to the financial condition, results of
operations and business of AmSouth and First American and assuming the
consummation of the Merger, a combined AmSouth and First American, including
statements relating to: the synergies (including cost savings) and accretion to
reported earnings expected to be realized from the Merger; business
opportunities and strategies potentially available to the combined company; and
the restructuring charges expected to be incurred in connection with the Merger.
These forward looking statements involve certain risks and uncertainties.
Factors that may cause actual results to differ materially from those
contemplated by such forward looking statements include, among other things, the
following possibilities: expected cost savings from the Merger cannot be fully
realized or realized within the expected time; revenues following the Merger are
lower than expected; competitive pressure among depository institutions
increases significantly; costs or difficulties related to the integration of the
businesses of AmSouth and First American are greater than expected; changes in
the interest rate environment reduce interest margins; general economic
conditions, either nationally or in the states in which the combined company
will be doing business, are less favorable than expected; legislation or
regulatory requirements or changes adversely affect the business in which the
combined company will be engaged; and changes may occur in the securities
market. Such forward-looking statements speak only as of the date on which such
statements were made, and neither First American nor AmSouth undertakes any
obligation to update any forward-looking statement to reflect events or
circumstances after the date on which any such statement is made to reflect the
occurrence of unanticipated events.
Item 7. Financial Statements and Exhibits.
(c) The following exhibits are filed with this report:
Exhibit Number Description
4.1 Amendment, dated as of May 31, 1999, to Rights Agreement,
dated as of July 16, 1998, by and between First American
Bancorporation Inc. and First Chicago Trust Company of New
York, as Rights Agent.
99.1 Press Release issued June 1, 1999.
99.2 Analyst Presentation Materials dated June 1, 1999.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
FIRST AMERICAN CORPORATION
Dated: June 2, 1999 /s/ Dennis C. Bottorff
---------------------------------
Name: Dennis C. Bottorff
Title: Chairman, Chief Executive
Officer and President
EXHIBIT INDEX
Exhibit Number Description
4.1 Amendment, dated as of May 31, 1999, to Rights Agreement,
dated as of July 16, 1998, by and between First American
Bancorporation Inc. and First Chicago Trust Company of New
York, as Rights Agent.
99.1 Press Release issued June 1, 1999.
99.2 Analyst Presentation Materials dated June 1, 1999.