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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K
(Mark One)
/x/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1993
- or -
/ / TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the Transition period from __________ to__________
Commission File Number 0-4491
FIRST TENNESSEE NATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
TENNESSEE 62-0803242
(State or other jurisdiction of (I.R.S. Employer Identi-
incorporation or organization) fication Number)
165 Madison Avenue, Memphis, Tennessee 38103
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including Area Code: 901-523-5630
Securities registered pursuant to Section 12(b) of the Act:
NONE
Securities registered pursuant to Section 12(g) of the Act:
$2.50 Par Value Common Capital Stock
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. X YES NO
----- -----
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (Section 229.405 of this chapter) is not contained herein,
and will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K.
-----
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At February 23, 1994, the aggregate market value of the voting stock of the
registrant held by non-affiliates of the registrant was approximately
$1,116,000,000.
At February 23, 1994, the registrant had 30,175,456 shares of common stock
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
1. Annual Report To Shareholders for the year ended 12/31/93 - Parts I,
II, and IV.
2. Proxy Statement furnished to shareholders in connection with Annual
Meeting of Shareholders scheduled for 04/19/94 - Part III (to be
provided by amendment not later than 120 days after the end of the
1993 fiscal year per General Instruction G(3) to Form 10-K).
Page 2 of 2
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PART I
ITEM 1
BUSINESS
General.
First Tennessee National Corporation (the "Corporation") is a
Tennessee corporation incorporated in 1968 and registered as a bank holding
company under the Bank Holding Company Act of 1956, as amended. At December
31, 1993, the Corporation had total assets of $9.6 billion and ranked first in
terms of total assets among Tennessee-headquartered bank holding companies and
ranked in the top 65 nationally.
Through its principal subsidiary, First Tennessee Bank National
Association (the "Bank"), and its other banking and banking-related
subsidiaries, the Corporation provides a broad range of financial services. The
Corporation derives substantially all of its consolidated total pre-tax
operating income and consolidated revenues from the banking business. As a
bank holding company, the Corporation coordinates the financial resources of
the consolidated enterprise and maintains systems of financial, operational and
administrative control that allows coordination of selected policies and
activities. The Corporation assesses the Bank and its subsidiaries for
services they receive on a formula basis it believes to be reasonable.
The Bank is a national banking association with principal offices in
Memphis, Tennessee. It received its charter in 1864 and operates primarily on
a regional basis. During 1993 it generated gross revenue of approximately $841
million and contributed 96.1% of consolidated net income from continuing
operations. At December 31, 1993, the Bank had $9.4 billion in total assets,
$7.0 billion in total deposits, and $5.8 billion in net loans. Within the
State of Tennessee on December 31, 1993, it ranked first among banks in terms
of total assets and deposits. Nationally, it ranked in the top 100 in terms of
total assets and deposits as of December 31, 1993. On December 31, 1993, the
Corporation's subsidiary banks had 214 banking locations in 20 Tennessee
counties, including all of the major metropolitan areas of the state, and 4
banking locations in Mississippi.
An element of the Corporation's business strategy is to seek
acquisitions that would enhance long-term shareholder value. The Corporation
has an acquisitions department charged with this responsibility which is
constantly reviewing and developing opportunities to achieve this element of
the Corporation's strategy.
The Corporation significantly expanded its mortgage banking operations
at the end of 1993. On October 1, 1993, the Bank acquired Maryland National
Mortgage Corporation, Baltimore, Maryland ("MNMC") and its wholly-owned
subsidiary, Atlantic Coast
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Mortgage Company, in a transaction accounted for as a purchase. At the time of
acquisition, MNMC had total assets of approximately $538 million and a mortgage
servicing portfolio of approximately $4.0 billion. On January 4, 1994, the
Corporation acquired SNMC Management Corporation, the parent of Sunbelt
National Mortgage Corporation, Dallas, Texas ("SNMC") in a transaction
accounted for as a pooling-of-interests. SNMC became a subsidiary of the Bank
at the close of the transaction. At the time of the acquisition, SNMC had
total assets of approximately $451 million and a mortgage servicing portfolio
of approximately $6.0 billion.
The Corporation provides the following services through its
subsidiaries:
. general banking services for consumers, small businesses,
corporations, financial institutions, and governments
. bond division-primarily sales and underwriting of
bank-eligible securities and mortgage loans and advisory
services to other financial institutions
. mortgage banking services
. trust, fiduciary, and agency services
. a nationwide check clearing service
. merchant credit card and automated teller machine transaction
processing
. discount brokerage, brokerage, venture capital, equipment
finance and credit life insurance services
. investment and financial advisory services
. mutual fund sales as agent
. check processing software and systems.
All of the Corporation's subsidiaries are listed in Exhibit 21. The
Bank has filed notice with the Comptroller of the Currency as a government
securities broker/dealer. The bond division of the Bank is registered with the
Securities and Exchange Commission ("SEC") as a municipal securities dealer
with offices in Memphis and Knoxville, Tennessee; Mobile, Alabama; and Overland
Park, Kansas. The subsidiary banks are supervised and regulated as described
below. First Tennessee Investment Management, Inc., is registered with the SEC
as an investment adviser. Hickory Venture Capital Corporation is licensed as
a Small Business Investment Company. First Tennessee Brokerage, Inc. is
registered with the SEC as a broker-dealer.
Expenditures for research and development activities were not material
for the years 1991, 1992 or 1993.
Neither the Corporation nor any of its significant subsidiaries is
dependent upon a single customer or very few customers.
At December 31, 1993, the Corporation and its subsidiaries had
approximately 5,653 full-time-equivalent employees, not including
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contract labor for certain services, such as guard and house-keeping.
Supervision and Regulation.
The Corporation is a bank holding company within the meaning of the
Bank Holding Company Act of 1956, as amended (the "BHCA"), and is registered
with the Board of Governors of the Federal Reserve System (the "Board"). The
Corporation is required to file with the Board annual and quarterly reports
and such additional information as the Board may require pursuant to the Act.
The Board may also make examinations of the Corporation and its subsidiaries.
The following summary of the Act and of the other acts described herein is
qualified in its entirety by express reference to each of the particular acts
and the applicable rules and regulations thereunder.
GENERAL
As a bank holding company, the Corporation is subject
to the regulation and supervision of the Board under the BHCA. Under
the BHCA, bank holding companies may not in general directly or
indirectly acquire the ownership or control of more than 5% of the
voting shares or substantially all of the assets of any company,
including a bank, without the prior approval of the Federal Reserve
Board. The BHCA also restricts the types of activities in which a
bank holding company and its subsidiaries may engage. Generally,
activities are limited to banking and activities found by the Federal
Reserve Board to be so closely related to banking as to be a proper
incident thereto.
In addition, the BHCA generally prohibits, subject to certain
limited exceptions, the Federal Reserve Board from approving an
application by a bank holding company to acquire shares of a bank or
bank holding company located outside the acquiror's principal state of
operations unless such an acquisition is specifically authorized by
statute in the state in which the bank or bank holding company whose
shares are to be acquired is located. Tennessee has adopted
legislation that authorizes nationwide interstate bank acquisitions,
subject to certain state law reciprocity requirements, including the
filing of an application with and approval of the Tennessee
Commissioner of Financial Institutions. The Tennessee Bank Structure
Act of 1974 prohibits a bank holding company from acquiring any bank
in Tennessee if the banks that it controls hold 16 1/2% or more of the
total deposits in individual, partnership and corporate demand and
other transaction accounts, savings accounts and time deposits in all
federally insured financial institutions in Tennessee,
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subject to certain limitations and exclusions. As of December
31, 1993, the Corporation estimates that its subsidiary banks (the
"Subsidiary Banks") held approximately 12% of such deposits. Also,
under this act, no bank holding company may acquire any bank in
operation for less than five years or begin a de novo bank in any
county in Tennessee with a population, in 1970, of 200,000 or less,
subject to certain exceptions. Under Tennessee law, branch banking is
permitted in any county in the state.
The Subsidiary Banks are subject to supervision and examination
by applicable federal and state banking agencies. The Bank is a
national banking association subject to regulation and supervision by
the Comptroller of the Currency (the "Comptroller") as its primary
federal regulator, as is First Tennessee Bank National Association
Mississippi, which is headquartered in Southaven, Mississippi. The
remaining Subsidiary Bank, Peoples and Union Bank, is a Tennessee
state-chartered bank that is not a member of the Federal Reserve
System, and therefore is subject to the regulations of and supervision
by the Federal Deposit Insurance Corporation (the "FDIC") as its
primary federal regulator, as well as state banking authorities. In
addition all of the Subsidiary Banks are insured by, and subject to
regulation by, the FDIC. The Subsidiary Banks are subject to various
requirements and restrictions under federal and state law, including
requirements to maintain reserves against deposits, restrictions on
the types and amounts of loans that may be granted and the interest
that may be charged thereon and limitations on the types of
investments that may be made, activities that may be engaged in, and
the types of services that may be offered. Various consumer laws and
regulations also affect the operations of the Subsidiary Banks. In
addition to the impact of such regulation, commercial banks are
affected significantly by the actions of the Federal Reserve Board as
it attempts to control the money supply and credit availability in
order to influence the economy.
PAYMENT OF DIVIDENDS
The Corporation is a legal entity separate and distinct from
its banking and other subsidiaries. The principal source of cash flow
of the Corporation, including cash flow to pay dividends on its stock
or principal (premium, if any) and interest on debt securities, is
dividends from the Subsidiary Banks. There are statutory and
regulatory limitations on the payment of dividends by the Subsidiary
Banks to the Corporation, as well as by the Corporation to its
shareholders.
Each Subsidiary Bank that is a national bank is required by
federal law to obtain the prior approval of the Comptroller for the
payment of dividends if the total of all dividends declared by the
board of directors of such Subsidiary Bank in any year will exceed the
total of (i) its net profits (as
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defined and interpreted by regulation) for that year plus (ii) the
retained net profits (as defined and interpreted by regulation) for
the preceding two years, less any required transfers to surplus. A
national bank also can pay dividends only to the extent that retained
net profits (including the portion transferred to surplus) exceed bad
debts (as defined by regulation).
State-chartered banks are subject to varying restrictions on
the payment of dividends under applicable state laws. With respect to
Peoples and Union Bank, Tennessee law imposes dividend restrictions
substantially similar to those imposed under federal law on national
banks, as described above.
If, in the opinion of the applicable federal bank regulatory
authority, a depository institution or a holding company is engaged in
or is about to engage in an unsafe or unsound practice (which,
depending on the financial condition of the depository institution or
holding company, could include the payment of dividends), such
authority may require that such institution or holding company cease
and desist from such practice. The federal banking agencies have
indicated that paying dividends that deplete a depository
institution's or holding company's capital base to an inadequate level
would be such an unsafe and unsound banking practice. Moreover, the
Federal Reserve Board, the Comptroller and the FDIC have issued policy
statements which provide that bank holding companies and insured
depository institutions generally should only pay dividends out of
current operating earnings.
In addition, under the Federal Deposit Insurance
Corporation Improvement Act of 1991 ("FDICIA"), a FDIC-insured
depository institution may not make any capital distributions
(including the payment of dividends) or pay any management fees to its
holding company or pay any dividend if it is undercapitalized or if
such payment would cause it to become undercapitalized. See
"--FDICIA."
At December 31, 1993, under dividend restrictions imposed
under applicable federal and state laws, the Subsidiary Banks, without
obtaining regulatory approval, could legally declare aggregate
dividends of approximately $168.2 million.
The payment of dividends by the Corporation and the Subsidiary
Banks may also be affected or limited by other factors, such as the
requirement to maintain adequate capital above regulatory guidelines.
TRANSACTIONS WITH AFFILIATES
There are various legal restrictions on the extent to which
the Corporation and its nonbank subsidiaries can borrow
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or otherwise obtain credit from the Subsidiary Banks. There
are also legal restrictions on the Subsidiary Banks' purchases of or
investments in the securities of and purchases of assets from the
Corporation and its nonbank subsidiaries, a Subsidiary Bank's loans or
extensions of credit to third parties collateralized by the securities
or obligations of the Corporation and its nonbank subsidiaries, the
issuance of guaranties, acceptances and letters of credit on behalf of
the Corporation and its nonbank subsidiaries, and certain bank
transactions with the Corporation and its nonbank subsidiaries, or
with respect to which the Corporation and its nonbank subsidiaries
act as agent, participate or have a financial interest. Subject to
certain limited exceptions, a Subsidiary Bank (including for purposes
of this paragraph all subsidiaries of such Subsidiary Bank) may not
extend credit to the Corporation or to any other affiliate (other than
another Subsidiary Bank and certain exempted affiliates) in an amount
which exceeds 10% of the Subsidiary Bank's capital stock and surplus
and may not extend credit in the aggregate to all such affiliates in
an amount which exceeds 20% of its capital stock and surplus.
Further, there are legal requirements as to the type, amount and
quality of collateral which must secure such extensions of credit by
these banks to the Corporation or to such other affiliates. Also,
extensions of credit and other transactions between a Subsidiary
Bank and the Corporation or such other affiliates must be on terms and
under circumstances, including credit standards, that are
substantially the same or at least as favorable to such Subsidiary
Bank as those prevailing at the time for comparable transactions with
non-affiliated companies. Also, the Corporation and its subsidiaries
are prohibited from engaging in certain tie-in arrangements in
connection with any extension of credit, lease or sale of property or
furnishing of services.
CAPITAL ADEQUACY
The Federal Reserve Board has adopted risk-based capital
guidelines for bank holding companies. The minimum guideline for the
ratio of total capital ("Total Capital") to risk-weighted assets
(including certain off-balance-sheet items, such as standby letters of
credit) is 8%. At least half of the Total Capital must be composed
of common stock, minority interests in the equity accounts of
consolidated subsidiaries, noncumulative perpetual preferred stock
and a limited amount of cumulative perpetual preferred stock, less
goodwill and other intangible assets, subject to certain exceptions
("Tier 1 Capital"). The remainder may consist of qualifying
subordinated debt, certain types of mandatory convertible securities
and perpetual debt, other preferred stock and a limited amount of
loan loss reserves. At December 31, 1993, the Corporation's
consolidated Tier 1 Capital and Total Capital ratios were 9.60% and
12.14%, respectively.
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In addition, the Federal Reserve Board has established minimum
leverage ratio guidelines for bank holding companies. These
guidelines provide for a minimum ratio of Tier 1 Capital to average
assets, less goodwill and other intangible assets, subject to certain
exceptions (the "Leverage Ratio"), of 3% for bank holding companies
that meet certain specific criteria, including having the highest
regulatory rating. All other bank holding companies generally are
required to maintain a Leverage Ratio of at least 3%, plus an
additional cushion of at least 100 to 200 basis points. The
Corporation's Leverage Ratio at December 31, 1993 was 6.55%. The
guidelines also provide that bank holding companies experiencing
internal growth or making acquisitions will be expected to maintain
strong capital positions substantially above the minimum supervisory
levels without significant reliance on intangible assets.
Furthermore, the Federal Reserve Board has indicated that it will
consider a "tangible Tier 1 Capital leverage ratio" (deducting all
intangibles) and other indicia of capital strength in evaluating
proposals for expansion or new activities.
Each of the Subsidiary Banks is subject to risk-based and
leverage capital requirements similar to those described above adopted
by the Comptroller or the FDIC, as the case may be. The Corporation
believes that each of the Subsidiary Banks was in compliance with
applicable minimum capital requirements as of December 31, 1993.
Neither the Corporation nor any of the Subsidiary Banks has been
advised by any federal banking agency of any specific minimum Leverage
Ratio requirement applicable to it.
Failure to meet capital guidelines could subject a bank to a
variety of enforcement remedies, including the termination of deposit
insurance by the FDIC, to certain restrictions on its business and, in
certain situations, the appointment of a conservator or receiver. See
"--FDICIA."
All of the federal banking agencies have proposed regulations
that would add an additional risk-based capital requirement based upon
the amount of an institution's exposure to interest rate risk.
HOLDING COMPANY STRUCTURE AND SUPPORT OF SUBSIDIARY BANKS
Because the Corporation is a holding company, its right to
participate in the assets of any subsidiary upon the latter's
liquidation or reorganization will be subject to the prior claims of
the subsidiary's creditors (including
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depositors in the case of the Subsidiary Banks) except to the extent
that the Corporation may itself be a creditor with recognized claims
against the subsidiary. In addition, depositors of a bank, and the
FDIC as their subrogee, would be entitled to priority over other
creditors in the event of liquidation of a bank subsidiary.
Under Federal Reserve Board policy, the Corporation is
expected to act as a source of financial strength to, and commit
resources to support, each of the Subsidiary Banks. This support may
be required at times when, absent such Federal Reserve Board policy,
the Corporation may not be inclined to provide it. In addition, any
capital loans by a bank holding company to any of its subsidiary banks
are subordinate in right of payment to deposits and to certain other
indebtedness of such subsidiary bank. In the event of a bank holding
company's bankruptcy, any commitment by the bank holding company to a
federal bank regulatory agency to maintain the capital of a subsidiary
bank will be assumed by the bankruptcy trustee and entitled to a
priority of payment.
CROSS-GUARANTEE LIABILITY
Under the Federal Deposit Insurance Act (the "FDIA"), a
depository institution insured by the FDIC can be held liable for any
loss incurred by, or reasonably expected to be incurred by, the FDIC
after August 9, 1989 in connection with (i) the default of a commonly
controlled FDIC-insured depository institution or (ii) any assistance
provided by the FDIC to any commonly controlled FDIC-insured
depository institution "in danger of default." "Default" is defined
generally as the appointment of a conservator or receiver and "in
danger of default" is defined generally as the existence of certain
conditions indicating that a default is likely to occur in the absence
of regulatory assistance. The FDIC's claim for damages is superior to
claims of shareholders of the insured depository institution or its
holding company but is subordinate to claims of depositors, secured
creditors and holders of subordinated debt (other than affiliates) of
the commonly controlled insured depository institution. The
Subsidiary Banks are subject to these cross-guarantee provisions. As
a result, any loss suffered by the FDIC in respect of any of the
Subsidiary Banks would likely result in assertion of the
cross-guarantee provisions, the assessment of such estimated losses
against the Corporation's other Subsidiary Banks and a potential loss
of the Corporation's investment in such other Subsidiary Banks.
FDICIA
The Federal Deposit Insurance Corporation Improvement Act of
1991 ("FDICIA"), which was enacted on December 19, 1991, substantially
revised the depository institution regulatory and funding provisions
of the FDIA and made revisions to several other federal banking
statutes. Among other things, FDICIA requires the federal banking
regulators to take "prompt corrective action" in respect of
FDIC-insured depository
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institutions that do not meet minimum capital requirements. FDICIA
establishes five capital tiers: "well capitalized," "adequately
capitalized," "undercapitalized," "significantly undercapitalized"
and "critically undercapitalized." Under applicable regulations,
an FDIC-insured depository institution is defined to be well
capitalized if it maintains a Leverage ratio of at least 5%, a
risk adjusted Tier 1 Capital Ratio of at least 6% and a Total Capital
Ratio of at least 10% and is not subject to a directive, order or
written agreement to meet and maintain specific capital levels. An
insured depository institution is defined to be adequately capitalized
if it meets all of its minimum capital requirements as described
above. An insured depository institution will be considered
undercapitalized if it fails to meet any minimum required measure,
significantly undercapitalized if it has a Total Risk-Based Capital
Ratio of less than 6%, a Tier 1 Risk-Based Capital Ratio of less than
3% or a Leverage Ratio of less than 3% and critically
undercapitalized if it fails to maintain a level of tangible equity
equal to at least 2% of total assets. An insured depository
institution may be deemed to be in a capitalization category that is
lower than is indicated by its actual capital position if it receives
an unsatisfactory examination rating.
The capital-based prompt corrective action provisions of
FDICIA and their implementing regulations apply to FDIC-insured
depository institutions and are not directly applicable to holding
companies which control such institutions. However, the Federal
Reserve Board has indicated that, in regulating bank holding
companies, it will take appropriate action at the holding company
level based on an assessment of the supervisory actions imposed
upon subsidiary depository institutions pursuant to such provisions
and regulations.
FDICIA generally prohibits an FDIC-insured depository
institution from making any capital distribution (including payment of
dividends) or paying any management fee to its holding company if the
depository institution would thereafter be undercapitalized.
Undercapitalized depository institutions are subject to restrictions
on borrowing from the Federal Reserve System. In addition,
undercapitalized depository institutions are subject to growth
limitations and are required to submit capital restoration plans. A
depository institution's holding company must guarantee the capital
plan, up to an amount equal to the lesser of 5% of the depository
institution's assets at the time it becomes undercapitalized or the
amount of the capital deficiency when the institution fails to comply
with the plan for the plan to be accepted by the applicable federal
regulatory authority. The federal banking agencies
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may not accept a capital plan without determining, among other things,
that the plan is based on realistic assumptions and is likely to
succeed in restoring the depository institution's capital. If a
depository institution fails to submit an acceptable plan, it is
treated as if it is significantly undercapitalized.
Significantly undercapitalized depository institutions may be
subject to a number of requirements and restrictions, including orders
to sell sufficient voting stock to become adequately capitalized,
requirements to reduce total assets and cessation of receipt of
deposits from correspondent banks. Critically undercapitalized
depository institutions are subject to appointment of a receiver or
conservator, generally within 90 days of the date on which they
become critically undercapitalized.
The Corporation believes that at December 31, 1993 all of the
Subsidiary Banks were well capitalized under the criteria discussed
above.
Various other legislation, including proposals to revise the
bank regulatory system and to limit the investments that a depository
institution may make with insured funds, is from time to time
introduced in Congress. See the "Effect of Governmental Policies"
subsection.
BROKERED DEPOSITS AND "PASS-THROUGH" INSURANCE
The FDIC has adopted regulations under FDICIA governing the
receipt of brokered deposits and pass-through insurance. Under the
regulations, a bank cannot accept or rollover or renew brokered
deposits unless (i) it is well capitalized or (ii) it is adequately
capitalized and receives a waiver from the FDIC. A bank that cannot
receive brokered deposits also cannot offer "pass-through" insurance
on certain employee benefit accounts. Whether or not it has obtained
such a waiver, an adequately capitalized bank may not pay an interest
rate on any deposits in excess of 75 basis points over certain
prevailing market rates specified by regulation. There are no such
restrictions on a bank that is well capitalized. Because it believes
that all the Subsidiary Banks were well capitalized as of December
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31, 1993, the Corporation believes the brokered deposits regulation
will have no present effect on the funding or liquidity of any of the
Subsidiary Banks.
FDIC INSURANCE PREMIUMS
The Subsidiary Banks are required to pay semiannual FDIC
deposit insurance assessments. As required by FDICIA, the FDIC
adopted a risk-based premium schedule which has increased the
assessment rates for most FDIC-insured depository institutions. Under
the new schedule, the premiums initially range from $.23 to $.31 for
every $100 of deposits. Each financial institution is assigned to one
of three capital groups -- well capitalized, adequately capitalized or
undercapitalized -- and further assigned to one of three subgroups
within a capital group, on the basis of supervisory evaluations by the
institution's primary federal and, if applicable, state supervisors
and other information relevant to the institution's financial
condition and the risk posed to the applicable FDIC deposit insurance
fund. The actual assessment rate applicable to a particular
institution will, therefore, depend in part upon the risk assessment
classification so assigned to the institution by the FDIC.
The FDIC is authorized by federal law to raise insurance
premiums in certain circumstances. Any increase in premiums would
have an adverse effect on the Subsidiary Banks' and the Corporation's
earnings.
Under the FDIA, insurance of deposits may be terminated by the
FDIC upon a finding that the institution has engaged in unsafe and
unsound practices, is in an unsafe or unsound condition to continue
operations or has violated any applicable law, regulation, rule, order
or condition imposed by a federal bank regulatory agency.
DEPOSITOR PREFERENCE
The Omnibus Budget Reconciliation Act of 1993 provides
that deposits and certain claims for administrative expenses
and employee compensation against an insured depository institution
would be afforded a priority over other general unsecured claims
against such an institution, including federal funds and letters of
credit, in the "liquidation or other resolution" of such an
institution by any receiver.
Competition.
The Corporation and its subsidiaries face substantial competition in
all aspects of the businesses in which they engage from national and state
banks located in Tennessee and large out-
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of-state banks as well as from savings and loan associations, credit unions,
other financial institutions, consumer finance companies, trust companies,
investment counseling firms, money market mutual funds, insurance companies,
securities firms, mortgage banking companies and others. For information on
the competitive position of the Corporation and the Bank, refer to page 1.
Also, refer to the subsections entitled "Supervision and Regulation" and
"Effect of Governmental Policies," both of which are relevant to an analysis of
the Corporation's competitors. Due to the intense competition in the financial
industry, the Corporation makes no representation that its competitive position
has remained constant, nor can it predict whether its position will change in
the future.
Sources and Availability of Funds.
Specific reference is made to the Consolidated Financial Review
section, including the subsections entitled "Deposits" and "Liquidity,"
contained in the Corporation's 1993 Annual Report to Shareholders (the "1993
Annual Report"), which is specifically incorporated herein by reference, along
with all of the tables and graphs in the 1993 Annual Report, which are
identified separately in response to Item 7 of Part II of this Form 10-K, which
are incorporated herein by reference. As permitted by SEC rules, attached to
this Form 10-K as Exhibit 13 are only those sections of the 1993 Annual Report
that have been incorporated by reference into this Form 10-K.
Interest Ceiling.
The maximum rates that can be charged by lenders are governed by
specific state and federal laws. Most loans made by the Corporation's banking
subsidiaries are subject to the limits contained in Tennessee's general usury
law (the "Usury Law") or the Industrial Loan and Thrift Companies Act (the
"Industrial Loan Act"), with certain categories of loans subject to other state
and federal laws. The Usury Law provides for a maximum rate of interest which
is the lesser of 4% above the average prime loan rate published by the Board of
Governors of the Federal Reserve System or 24% per annum. The Industrial Loan
Act generally provides for a maximum rate of 24% per annum plus certain
additional loan charges. In addition, state statutory interest rate ceilings
on most first mortgage loans on residential real estate are preempted by
federal law. Also, Tennessee law permits interest on credit card balances not
to exceed 21% per annum plus certain fees established by contract.
Effect of Governmental Policies.
The Bank is affected by the policies of regulatory authorities,
including the Federal Reserve System and the Comptroller. An important
function of the Federal Reserve System is to regulate the national money
supply.
Among the instruments of monetary policy used by the Federal Reserve
are: purchases and sales of U.S. Government securities in the marketplace;
changes in the discount rate, which is the rate any depository institution must
pay to borrow from the Federal
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Reserve; and changes in the reserve requirements of depository institutions.
These instruments are effective in influencing economic and monetary growth,
interest rate levels and inflation.
The monetary policies of the Federal Reserve System and other
governmental policies have had a significant effect on the operating results of
commercial banks in the past and are expected to continue to do so in the
future. Because of changing conditions in the national economy and in the
money market, as well as the result of actions by monetary and fiscal
authorities, it is not possible to predict with certainty future changes in
interest rates, deposit levels, loan demand or the business and earnings of the
Corporation and the Bank or whether the changing economic conditions will have
a positive or negative effect on operations and earnings.
Bills are pending before the United States Congress and the Tennessee
General Assembly which could affect the business of the Corporation and its
subsidiaries, and there are indications that other similar bills may be
introduced in the future. It cannot be predicted whether or in what form any
of these proposals will be adopted or the extent to which the business of the
Corporation and its subsidiaries may be affected thereby.
Statistical Information Required by Guide 3.
The statistical information required to be displayed under Item I
pursuant to Guide 3, "Statistical Disclosure by Bank Holding Companies," of the
Exchange Act Industry Guides is incorporated herein by reference to the
Consolidated Financial Statements and the notes thereto and the Consolidated
Financial Review Section in the 1993 Annual Report along with all of the
tables and graphs identified in response to Item 7 of Part II of this
Form 10-K; certain information not contained in the Annual Report, but
required by Guide 3, is contained in the tables on the immediately following
pages:
13
16
FIRST TENNESSEE NATIONAL CORPORATION
ADDITIONAL GUIDE 3 STATISTICAL INFORMATION
BALANCES AT DECEMBER 31
(Thousands)
(Unaudited)
II. Investment
Portfolio
(Book Value): 1993 1992 1991
- -------------------------------------------------------------------------------
Mortgage-backed securitites &
collateralized mortgage
obligations $ 1,634,873 $ 2,330,943 $ 1,831,526
U.S. Treasury and other
U. S. government agencies 338,447 341,799 368,791
States and political subdivisions 56,430 88,276 115,411
Other 86,951 150,925 210,424
- -------------------------------------------------------------------------------
Total $ 2,116,701 $ 2,911,943 $ 2,526,152
===============================================================================
III. Loan
Portfolio 1993 1992 1991 1990 1989
- -----------------------------------------------------------------------------------------------------------
Commercial $ 2,518,980 $ 2,199,965 $ 2,231,366 $ 2,106,626 $ 2,031,667
Consumer 1,735,579 1,265,993 1,061,018 1,029,262 1,014,583
Credit card receivables 428,074 412,207 402,822 366,706 304,548
Real estate construction 75,844 48,598 107,466 197,217 258,970
Real estate mortgage 495,855 586,597 633,850 632,877 589,550
Nonaccrual 24,805 28,712 43,479 69,685 48,411
- -----------------------------------------------------------------------------------------------------------
Total $ 5,279,137 $ 4,542,072 $ 4,480,001 $ 4,402,373 $ 4,247,729
===========================================================================================================
VII. Short-Term
Borrowings 1993 1992 1991
- -------------------------------------------------------------------------------
Federal funds purchased and
securities sold under
agreements to repurchase $ 1,009,473 $ 753,409 $ 677,687
Commercial paper 32,283 21,856 21,658
Other short-term borrowings 288,292 235,018 49,608
- -------------------------------------------------------------------------------
Total $ 1,330,048 $ 1,010,283 $ 748,953
===============================================================================
14
17
FOREIGN OUTSTANDINGS AT DECEMBER 31
1993 1992 1991
----------------- ---------------- ------------------
% Total % Total % Total
(Dollars in thousands) Amount Assets Amount Assets Amount Assets
- --------------------------------------------------------------------------------------------------------
BY COUNTRY:
United Kingdom $ 2,454 .03 % $ 72 -- % $ 280 -- %
Israel 2,142 .02 1,707 .02 1,506 .02
Indonesia 715 .01 356 -- 384 --
Japan 585 .01 404 .01 50 --
Canada 296 -- 86 -- 30,529 .35
Saudi Arabia 241 -- 120 -- -- --
France 20 -- 83 -- 71,582 .82
All other 145 -- 1,797 .02 1,574 .02
- --------------------------------------------------------------------------------------------------------
Total $ 6,598 .07 % $ 4,625 .05 % $ 105,905 1.21 %
========================================================================================================
BY TYPE:
Loans:
Banks and other financial institutions $ 4,073 .04 % $ 2,227 .03 % $ 2,112 .03 %
Governments and other institutions 2,000 .02 1,812 .02 1,825 .02
- --------------------------------------------------------------------------------------------------------
Total loans 6,073 .06 4,039 .05 3,937 .05
Cash 478 .01 315 -- 225 --
Investment in bank time deposits -- -- -- -- 100,000 1.14
Customers' acceptances 47 -- 226 -- 17 --
Accrued interest receivable -- -- 45 -- 1,726 .02
- --------------------------------------------------------------------------------------------------------
Total $ 6,598 .07 % $ 4,625 .05 % $ 105,905 1.21 %
========================================================================================================
MATURITIES OF SHORT-TERM PURCHASED FUNDS AT DECEMBER 31, 1993
0-3 3-6 6-12 Over 12
(Dollars in thousands) Months Months Months Months Total
- -----------------------------------------------------------------------------------------------------------------------
Certificates of deposit $100,000 and more $ 223,187 $ 60,846 $ 37,071 $ 59,897 $ 381,001
Federal funds purchased and securities
sold under agreements to repurchase 1,009,473 -- -- -- 1,009,473
Commercial paper and other short-term borrowings 312,276 799 2,500 5,000 320,575
- -----------------------------------------------------------------------------------------------------------------------
Total $ 1,544,936 $ 61,645 $ 39,571 $ 64,897 $ 1,711,049
=======================================================================================================================
15
18
ITEM 2
PROPERTIES
The Corporation has no properties that it considers materially
important to its financial statements.
ITEM 3
LEGAL PROCEEDINGS
The Corporation is a party to no material pending legal proceedings
the nature of which are required to be disclosed pursuant to the Instructions
contained in the Form of this Report.
ITEM 4
SUBMISSION OF MATTERS TO A VOTE
OF SECURITY HOLDERS
There were no matters submitted during the fourth quarter of this
fiscal year to a vote of security holders, through the solicitation of proxies
or otherwise.
ITEM 4A
EXECUTIVE OFFICERS OF REGISTRANT
The following is a list of executive officers of the Corporation as of
March 1, 1994. Officers are elected for a term of one year and until their
successors are elected and qualified.
Name and Age Offices and Positions - Year First
------------ ----------------------------------
Elected to Office
-----------------
Susan Schmidt Bies Executive Vice President (1985) and
Age: 46 Chief Financial Officer (1984) of
the Corporation and the Bank
J. Kenneth Glass President - Tennessee Banking Group
Age: 47 of the Bank (1993)
Ralph Horn President and Chief Operating
Age: 52 Officer of the Corporation (1991) and
the Bank (1993)
Harry A. Johnson, III Executive Vice President (1990) and
Age: 45 General Counsel (1988) of the
Corporation and the Bank
James F. Keen Senior Vice President (1988) of the
Age: 43 Corporation and the Bank, Controller (1988)
of the Corporation and principal accounting
officer
16
19
John C. Kelley. Jr. President - Memphis Banking Group of
Age: 49 the Bank (1993)
George Perry Lewis Executive Vice President of the
Age: 55 Bank (1976) and Money Management
Group Manager
John P. O'Connor, Jr. Executive Vice President of the
Age: 50 Bank (1987) and Chief Credit
Officer (1988)
Ronald Terry Chairman of the Board and Chief
Age: 63 Executive Officer of the
Corporation (1973) and of the Bank
(1979)
G. Robert Vezina Executive Vice President of the
Age: 59 Corporation and the Bank (1989) and
Personnel Division Manager
Each of the executive officers has been employed by the Corporation or
its subsidiaries during each of the last five years. Mr. Terry was President
of the Corporation prior to August 1991. Mr. Horn was Vice Chairman of the
Bank from August 1991 through January 1993. Prior to August 1991, Mr. Horn was
Executive Vice President of the Bank and Manager of its Bond Division. Mr.
Glass was Executive Vice President of the Bank and Tennessee Banking Group
Manager prior to January 1993. Mr. Kelley was Executive Vice President of the
Bank and Corporate Services Group Manager prior to January of 1993. Mr. Keen
was Controller of the Bank prior to January 1993. Prior to October 1990, Mr.
Johnson was a Senior Vice President of the Corporation and the Bank. Prior to
October 1989, Mr. Vezina was a Senior Vice President of the Corporation and the
Bank.
PART II
ITEM 5
MARKET FOR THE REGISTRANT'S COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS
The Corporation's common stock, $2.50 par value, trades
over-the-counter on the National Association of Securities Dealers Automated
Quotation System -- National Market System under the symbol FTEN. As of
December 31, 1993, there were 7,893 shareholders of record of the Corporation's
common stock. Generally, quarterly dividend payments are made on the first day
of January, April, July and October. The Corporation has declared the
following respective quarterly dividends per share during each quarter,
commencing with first quarter 1992: $.28, $.28, $.28, $.36, $.36, $.36, $.36,
and $.42. Additional information called for by this Item is incorporated
herein by reference to the Summary of Quarterly Financial Information Table,
the Selected Financial Data Table, Note 16 to the Consolidated Financial
Statements, and the Liquidity subsection of the Consolidated Financial Review
section in the 1993 Annual Report and to The Payment of Dividends subsection
contained in Item 1 of Part I of this Form 10-K, which is incorporated herein
by reference.
17
20
ITEM 6
SELECTED FINANCIAL DATA
The information called for by this Item is incorporated herein by
reference to Selected Financial Data Table in the 1993 Annual Report.
ITEM 7
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATION
The information called for by this Item is incorporated herein by
reference to Consolidated Financial Review Section in the 1993 Annual Report
and the following tables and graphs in the 1993 Annual Report:
GRAPHS:
- -------
Return on Average Equity
Return on Average Assets
Earnings Per Share
Earnings Trend
Net Interest Margin and Spread
Profitability Per Employee
Earning Asset Mix as a Percentage of Average Assets
Average Loan Composition
Deposits and Other Interest-Bearing Liabilities
as a Percentage of Average Assets
Net Charge-Offs
Nonperforming Loans
Nonperforming Assets to Total Loans
Cumulative Changes in Nonaccrual Loans and
Other Real Estate since Year-End 1988 (Quarterly)
Cumulative Changes in Classified Assets Since
Year-End 1988 (Quarterly)
TABLES:
- -------
Analysis of Changes in Net Interest Income
Analysis of Noninterest Income and Noninterest Expense
Summary of Quarterly Financial Information
Rate Sensitivity Analysis at December 31, 1993
Maturities of Investment Securities at December 31, 1993
Maturities of Loans at December 31, 1993
Consumer Loans by Product at December 31
Regulatory Capital at December 31
Net Loans and Foreclosed Real Estate at December 31
FTBNA Loans Secured by Real Estate at December 31
Analysis of Allowance for Loan Losses
Changes in Nonperforming Assets at December 31
Nonperforming Assets at December 31
Selected Financial Data
Credit Ratings at December 31,1993
Net-Charge Offs as a Percentage of Average Loans, Net of Unearned Income
Obligations of States and Municipalities by Quality Rating at December 31, 1993
Consolidated Average Balance Sheet and Related Yields and Rates
ITEM 8
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information called for by this Item is incorporated herein by
reference to Consolidated Financial Statements and the notes there to and to
the Summary of Quarterly Financial Information Table.
ITEM 9
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
The information called for by this Item is inapplicable.
PART III
ITEM 10
DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information called for by this Item as it relates to directors and
nominees for director of the Corporation is incorporated herein by reference to
the "Election of Directors" section of the Corporation's Proxy Statement to be
mailed to shareholders in connection with the Corporation's Annual Meeting of
Shareholders scheduled for April 19, 1994, (the "1994 Proxy Statement"), which
will be filed by amendment to this Form 10-K, pursuant to General Instruction
G(3) to such form. The information required by this Item as it relates to
executive officers of the Corporation is incorporated herein by reference to
Item 4A in Part I of this Report. The information required by this Item as it
relates to compliance with Section 16(a) of the Securities Exchange Act of 1934
is incorporated herein by reference to the "Compliance with Section 16(a) of
the Exchange Act" Section of the 1994 Proxy Statement.
ITEM 11
EXECUTIVE COMPENSATION
The information called for by this Item is incorporated herein by
reference to the "Executive Compensation" section of the 1994 Proxy Statement
(excluding the Board Compensation Committee Report and the Total Shareholder
Return
18
21
Performance Graph).
ITEM 12
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The information called for by this Item is incorporated herein by
reference to the Stock Ownership Table and the two paragraphs preceding the
table in the 1994 Proxy Statement.
The Corporation is unaware of any arrangements which may result in a
change in control of the Corporation.
ITEM 13
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information called for by this Item is incorporated herein by
reference to the "Certain Relationships and Related Transactions" section of
the 1994 Proxy Statement.
PART IV
ITEM 14
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
AND REPORTS ON FORM 8-K
(a) The following documents are filed as a part of this Report:
Financial Statements:
The consolidated financial statements of the Corporation,
and the notes thereto, for the three years ended December
31, 1993, in the 1993 Annual Report, are incorporated
herein by reference. The Report of Independent Public
Accountants, in the 1993 Annual Report, is incorporated
herein by reference. The report of the other auditors
referenced in the Report of Independent Public Accountants,
attached hereto as Exhibit 99(b), is incorporated herein by
reference.
Financial Statement Schedules: Not applicable.
Exhibits:
(2) Stock Purchase Agreement dated as of August
19, 1993, by and between the Bank and MNC
Financial, Inc.
(3)(i) Restated Charter of the Corporation, as
amended, attached as Exhibit 3(a) to
Corporation's 1991 Annual Report on Form 10-K
and incorporated herein by reference.
(3)(ii) Bylaws of the Corporation, as amended.
(4)(a) Shareholder Protection Rights Agreement,
dated as of 9-7-89 between the Corporation
and First Tennessee Bank National
Association, as Rights Agent, including as
Exhibit A the forms of
19
22
Rights Certificate and of Election to
Exercise and as Exhibit B the form of Charter
Amendment designating a series of
Participating Preferred Stock of the
Corporation with terms as specified, attached
as an exhibit to the Corporation's
Registration Statement on Form 8-A filed
9-8-89, and incorporated herein by reference.
(4)(b) Indenture, dated as of 6-1-87, between the
Corporation and Security Pacific National
Trust Company (New York), Trustee, attached
as an exhibit to the Corporation's Annual
Report on Form 10-K for the year ended
12-31-91, and incorporated herein by
reference.
(4)(c) The Corporation and certain of its
consolidated subsidiaries have outstanding
certain long-term debt. See Note 13 in the
Corporation's 1993 Annual Report to
Shareholders. None of such debt exceeds
10% of the total assets of the Corporation
and its consolidated subsidiaries. Thus,
copies of constituent instruments defining
the rights of holders of such debt are not
required to be included as exhibits. The
Corporation agrees to furnish copies of such
instruments to the Securities and Exchange
Commission upon request.
*(1O)(a) Management Incentive Plan, as amended.(1)
*(1O)(b) 1983 Restricted Stock Incentive Plan, as
amended.(1)
*(1O)(c) 1989 Restricted Stock Incentive Plan, as
amended.(1)
*(1O)(d) 1992 Restricted Stock Incentive Plan.(1)
*(10)(e) 1984 Stock Option Plan, as amended.(1)
*(1O)(f) 1990 Stock Option Plan, as amended.(1)
*(1O)(g) Survivor Benefits Plan, as amended.(1)
*(1O)(h) Directors and Executives Deferred
Compensation Plan, as amended.(1)
*(1O)(i) Pension Restoration Plan.(2)
*(1O)(j) Director Deferral Agreements with Schedule.(2)
*(10)(k) Severance Agreements dated 12-15-92 with
schedule.(2)
(11) Statement re: computation of per share
earnings.
(13) The portions of the 1993 Annual Report to
Shareholders which have been incorporated by
reference into this Form 10-K.
(21) Subsidiaries of the Corporation.
(24) Power of Attorney
(99)(a) Annual Report on Form ll-K for the
Corporation's Savings Plan and Trust, for
fiscal year ended 12- 31-93, as authorized by
20
23
SEC Rule 15d-21 (to be filed as an amendment
to Form lO-K).
(99)(b) Report of other auditors.
*Exhibits marked with an "*" represent management contract or
compensatory plan or arrangement required to be filed as an exhibit.
(1) These documents are incorporated herein by reference to
the exhibit with the corresponding number contained in the
Corporation's 1992 Annual Report on Form 10-K.
(2) These documents are incorporated herein by reference to
exhibits 10(j), 10(k), and 10(l), respectively, contained in
the Corporation's 1992 Annual Report on Form 10-K.
(b) A report on Form 8-K was filed on October 18, 1993 (with a
date of report of October 1, 1993), disclosing under
Item 2 ("Acquisition or Disposition of Assets") the closing
of the acquisition of MNMC by the Bank. The report contained
audited MNMC consolidated financial statements of financial
condition as of 12-31-92 and 12-31-91, and statements of
income, statements of changes in stockholders' equity, and
statements of cash flows, each for the years ended 12-31-92
and 12-31-91 and contained FTNC pro forma combined condensed
statement of condition as of 6-30-93, statements of income
for the six months ended 6-30-93 and statements of income for
the year ended 12-31-92.
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized, on the 7th day
of March, 1994.
FIRST TENNESSEE NATIONAL CORPORATION
By: James F. Keen
-------------------------------------
James F. Keen,
Senior Vice President and
Controller
21
24
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
Ronald Terry* Chairman of the Board March 7, 1994
- ---------------------- and Chief Executive Officer
Ronald Terry (principal executive officer)
Susan Schmidt Bies* Executive Vice President March 7, 1994
- ---------------------- and Chief Financial Officer
Susan Schmidt Bies (principal executive officer)
James F. Keen* Senior Vice President and March 7, 1994
- ---------------------- Controller
James F. Keen (principal accounting officer)
Jack A. Belz* Director March 7, 1994
- ----------------------
Jack A. Belz
Robert C. Blattberg* Director March 7, 1994
- ----------------------
Robert C. Blattberg
John Hull Dobbs* Director March 7, 1994
- ----------------------
John Hull Dobbs
Ralph Horn* Director March 7, 1994
- ----------------------
Ralph Horn
Director March , 1994
- ---------------------- -
J. R. Hyde, III
Director March , 1994
- ---------------------- -
Joseph Orgill, III
Cameron E. Perry* Director March 7, 1994
- ----------------------
Cameron E. Perry
Richard E. Ray* Director March 7 , 1994
- ----------------------
Richard E. Ray
22
25
Vicki G. Roman* Director March 7, 1994
- ----------------------
Vicki G. Roman
Michael D. Rose* Director March 7, 1994
- ----------------------
Michael D. Rose
William B. Sansom* Director March 7, 1994
- ----------------------
William B. Sansom
Gordon P. Street, Jr.* Director March 7, 1994
- ----------------------
Gordon P. Street, Jr.
Norfleet R. Turner* Director March 7, 1994
- ----------------------
Norfleet R. Turner
By: Clyde A. Billings, Jr. March 7, 1994
-----------------------------
Clyde A. Billings, Jr.
* Attorney-in-Fact
23
26
EXHIBIT INDEX
Item No. Description Page
- -------- ----------- ----
(3)(i) Restated Charter of the Corporation, as amended,
attached as Exhibit 3(a) to Corporation's 1991
Annual Report on Form 10-K and incorporated
herein by reference.
----
(3)(ii) Bylaws of the Corporation, as amended.
----
(4)(a) Shareholder Protection Rights Agreement dated as of
9-7-89 between the Corporation and First Tennessee
Bank National Association, as Rights Agent,
including as Exhibit A the forms of Rights
Certificate and of Election to Exercise and as
Exhibit B the form of Charter Amendment designating
a series of Participating Preferred Stock of the
Corporation with terms as specified, attached as an
exhibit to the Corporation's Current Report on Form
8-A dated 9-7-89, and incorporated herein by
reference.
(4)(b) Indenture, dated as of June 1, 1987, between the
Corporation and Security Pacific National Trust
Company (New York), Trustee, attached as an exhibit
to the Corporation's Annual Report on Form 10-K for
the year ended December 31, 1991, and incorporated
herein by reference.
(4)(c) The Corporation and certain of its consolidated
subsidiaries have outstanding certain long-term
debt. See Note 13 in the Corporation's
1993 Annual Report to Shareholders. None of such
debt exceeds 10% of the total assets of the
Corporation and its consolidated subsidiaries.
Thus, copies of constituent instruments defining
the rights of holders of such debt are not required
to be included as exhibits. The Corporation agrees
to furnish copies of such instruments to the
Securities and Exchange Commission upon request.
*(1O)(a) Management Incentive Plan, as amended. (1)
----
*(1O)(b) 1983 Restricted Stock Incentive Plan, as amended. (1)
----
*(1O)(c) 1989 Restricted Stock Incentive Plan, as amended. (1)
----
*(1O)(d) 1992 Restricted Stock Incentive Plan. (1)
*(10)(e) 1984 Stock Option Plan, as amended. (1)
----
24
27
*(1O)(f) 1990 Stock Option Plan, as amended.(1)
----
*(1O)(g) Survivor Benefits Plan, as amended.(1)
----
*(10)(h) Directors and Executives Deferred Compensation Plan,
as amended.(1)
----
*(10)(i) Pension Restoration Plan.(2)
----
*(1O)(j) Director Deferral Agreements with Schedule.(2)
----
*(1O)(k) Severance Agreements dated 12-15-92 with schedule.(2)
(11) Statement re: computation of per share earnings.
----
(13) The portions of the 1993 Annual Report to
Shareholders which have been incorporated by
reference into this Form 10-K.
----
(21) Subsidiaries of the Corporation.
----
(24) Powers of Attorney
(99)(a) Annual Report on Form ll-K for the Corporation's
Savings Plan and Trust, for fiscal year ended
December 31, 1993, as authorized by SEC Rule 15d-21
(to be filed as an amendment to Form 10-K).
(99) (b) Report of other auditors.
*Exhibits marked with an "*" represent management contract or
compensatory plan or arrangement required to be filed as an exhibit.
(1) These documents are incorporated herein by reference to the
exhibit with the corresponding number contained in the
Corporation's 1992 Annual Report on Form 10-K.
(2) These documents are incorporated herein by reference to
exhibits 10(j), 10(k), and 10(l), respectively, contained in
the Corporation's 1992 Annual Report on Form 10-K.
25