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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K/A
Amendment No. 2
(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. _____
41 Total Pages
Exhibit Index on Page 6
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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 (which was filed with the
Commission March 17, 1994 per General Instruction G(3) to Form 10-K).
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Part IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
This item is hereby amended by adding to paragraph (a)("Exhibits") a new
Exhibit 23(c) Consent of Arthur Andersen & Co. and a new Exhibit (99)(a) Annual
Report on Form 11-K, which are attached hereto, and Item 14 is hereby restated,
as amended, in its entirety as follows:
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 for the
three years ended December 31, 1993, in the 1993 Annual Report, are
incorporated herein by reference. The Report of Independent Public
Accountants, in the 1993 Annual Report, is incorporated herein by
reference. The report of the other auditors referenced in the
Report of Independent Public Accountants, attached hereto as
Exhibit (99)(b), is incorporated herein by reference.
Financial Statement Schedules: Not applicable.
Exhibits:
(2) Stock Purchase Agreement dated as of August 19, 1993,
by and between the Bank and MNC Financial, Inc.,
attached as Exhibit 2 to the Corporation's Current
Report on Form 8-K filed August 25, 1993 (with a Date
of Report of August 19, 1993) and incorporated herein
by reference.
(3)(i) Restated Charter of the Corporation, as amended,
attached as Exhibit 3(a) to Corporation's 1991 Annual
Report on Form 10-K and incorporated herein by
reference.
(3)(ii) Bylaws of the Corporation, as amended.
(4)(a) Shareholder Protection Rights Agreement, dated as of
9-7-89 between the Corporation and First Tennessee Bank
National Association, as Rights Agent, including as
Exhibit A the forms of Rights Certificate and of
Election to Exercise and as Exhibit B the form of
Charter Amendment designating a series of Participating
Preferred Stock of the Corporation with terms
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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.
(23)(a) Consent of Arthur Andersen & Co.
(23)(b) Consent of Baylor and Backus.
(23)(c) Consent of Arthur Andersen & Co.
(24) Power of Attorney
(99)(a) Annual Report on Form 11-K for the Corporation's
Savings Plan and Trust, for fiscal year ended 12-31-93,
as authorized by SEC Rule 15d-21.
(99)(b) Report of other auditors.
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*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 the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to its Annual Report on Form 10-K for
fiscal year ended 12-31-93 to be signed on its behalf by the undersigned,
thereunto duly authorized.
FIRST TENNESSEE NATIONAL CORPORATION
Date: June 29, 1994 By: James F. Keen
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James F. Keen,
Senior Vice President and
Controller
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Exhibit Index
Item Number Description Page
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(23)(c) Consent of Arthur Andersen & Co. 7
(99)(a) Annual report on Form 11-K for the 8
Corporation's Savings Plan and Trust,
for fiscal year ended December 31, 1993,
as authorized by SEC Rule 15d-21.