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As filed with the Securities and Exchange Commission on January 20, 1995
Registration No. 33-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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FIRST AMERICAN CORPORATION
(Exact name of registrant as specified in its charter)
Tennessee 62-0799975
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
FIRST AMERICAN CENTER
NASHVILLE, TENNESSEE 37237-0700
(615) 748-2000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
FIRST AMERICAN CORPORATION
FIRST INCENTIVE REWARD SAVINGS THRIFT PLAN
(Full Title of Plan)
MARTIN E. SIMMONS, ESQ.
EXECUTIVE VICE PRESIDENT-ADMINISTRATION, SECRETARY
AND GENERAL COUNSEL
FIRST AMERICAN CORPORATION
FIRST AMERICAN CENTER
NASHVILLE, TENNESSEE 37237-0606
(615) 748-2049
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
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Title of Securities Amount to be Proposed Proposed Amount of
to be Registered Maximum Maximum Registration
Registered (1) Offering Aggregate Fee
Price Unit (2) Offering Price (2)
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Common Stock, par 1,000,000 shares $29.00 $290,000,000 $10,000.00
value $5 share
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(1) In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this registration statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the employee
benefit plan described herein.
(2) Estimated solely for the purpose of determining the amount of the
registration fee. Such estimates have been calculated in accordance
with Rule 457(h) under the Securities Act of 1933, as amended, and are
based upon the average of the high and low prices per share of the
Registrant's Common Stock as reported on the National Association of
Securities Dealers Automated Quotation National Market System on
January 18, 1995.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by First American Corporation (the
"Company") with the Securities and Exchange Commission pursuant to the
Securities Exchange Act of 1934 (the "Exchange Act") are hereby incorporated by
reference as of their respective dates:
(1) The Company's Annual Report on Form 10-K for the year ended
December 31, 1993.
(2) The Plan's Annual Report on Form 11-K for the year ended
December 31, 1993.
(3) The Company's Quarterly Report on Form 10-Q for the quarters
ended March 31, 1994, June 30, 1994 and September 30, 1994.
(4) The description of the Company's Common Stock contained in the
Registration Statement on Form 8-A dated April 24, 1972, as
amended January 31, 1983, November 29, 1985 and May 13, 1986,
filed by the Company to register such securities under the
Exchange Act.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934 after the date hereof and
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated by reference herein shall be deemed to be
modified or superseded for purposes hereof to the extent that a statement
contained herein (or in any other subsequently filed document which also is
incorporated by reference herein) modifies and supersedes such statement. Any
statement so modified or superseded shall not be deemed to constitute a part
hereof except as so modified or superseded.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the Common Stock offered hereby has been passed upon
by Martin E. Simmons, Executive Vice President, General Counsel and
Secretary of the Company. At the time of his opinion, Mr. Simmons was
the beneficial owner of 20,620 shares of Common Stock (including
shares of Common Stock which may be acquired upon the exercise of
currently outstanding stock options).
The consolidated balance sheets of First American Corporation and its
subsidiaries as of December 31, 1993 and 1992, and the related
consolidated income statements, changes in shareholders'
equity and cash flows for each of the years in the three-year period
ended December 31, 1993, incorporated by reference in the
Corporation's 1993 Annual Report on Form 10-K and incorporated by
reference herein have been incorporated by reference herein in
reliance upon the report of KPMG Peat Marwick LLP, independent
certified public accountants, incorporated by reference herein, and
upon the authority of said firm as experts in accounting
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and auditing. The report of KPMG Peat Marwick LLP covering the
December 31, 1993 consolidated financial statements refers to the
Company's adoption in 1993 of the provisions of the Financial
Accounting Standards Board's Statements of Financial Accounting
Standards No. 109, Accounting for Income Taxes; No. 106, Employers'
Accounting for Postemployment Bendfits Other Than Pensions; No. 112,
Employers' Accounting for Postemployment Benefits; and No. 115,
Accounting for Certain Investments in Debt and Equity Securities.
With respect to the unaudited interim financial information for the
periods ended March 31, 1994, June 30, 1994 and September 30, 1994,
incorporated by reference herein, the independent certified public accountants
have reported that they applied limited procedures in accordance with
professional standards for reviews of such information. However, their
separate reports included in First American's Quarterly Reports on Forms 10-Q
for the quarters ended March 31, 1994, June 30, 1994 and September 30, 1994,
and incorporated by reference herein, state that they did not audit and they do
not express an opinion on that interim financial information. Accordingly, the
degree of reliance on their reports on such information should be restricted in
light of the limited nature of the review procedures applied. The accountants
are not subject to the liability provisions of Section 11 of the Securities Act
for their reports on the unaudited interim financial information because those
reports are not a "report" or a "part" of the Registration Statement prepared
or certified by the accountants within the meaning of Sections 7 and 11 of the
Securities Act.
The statements of net assets available for benefits of First American
Corporation First Incentive Reward Savings Thrift Plan as of December 31, 1993
and 1992, and the related statements of changes in net assets available for
benefits for each of the years in the three-year period ended December 31,
1993, incorporated by reference herein have been incorporated by reference
herein in reliance upon the report of KPMG Peat Marwick LLP,
independent certified public accountants, incorporated by reference herein, and
upon the authority of said firm as experts in accounting and auditing.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Tennessee 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 (i) such person acted in good
faith; (ii) in the case of conduct in an official capacity, he reasonably
believed such conduct was in the corporation's best interests; (iii) in all
other cases, he reasonably believed that his conduct was not opposed to the
best interests of the corporation; and (iv) in connection with any criminal
proceeding, such person had no reasonable cause to believe his 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. The TBCA also provides
that in connection with any proceedings 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 personal benefit was improperly
received. Notwithstanding the foregoing, the TBCA provides that a court of
competent jurisdiction, 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, notwithstanding the fact that (i) he
was adjudged liable to the corporation in a proceeding by or in the right of
the corporation; (ii) he was adjudged liable on the basis that personal benefit
was improperly received by him; or (iii) he breached his duty of care to the
corporation.
The registrant's Restated Charter, as amended, provides that to the
fullest extent permitted by law no director shall be personally liable to the
registrant or its shareholders for monetary damages for breach of any fiduciary
duty as a director. Under the TBCA, this charter provision relieves the
registrant's directors from personal liability to the registrant or its
shareholders for monetary damages for breach of fiduciary duty as a director,
except for liability arising from (i) any breach of the director's duty of
loyalty, (ii) acts or omissions to in good faith or which involved intentional
misconduct or a knowing violation of law, or (iii) any unlawful distributions.
Additionally, the registrant's Restated Charter provides that indemnification
for directors, officers, employees and agents of the registrant may be provided
either directly or through the purchase of insurance, by the registrant from
time to time to the fullest extent and in the manner permitted by law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS
Exhibit
Number Description
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4 -- First American Corporation First Incentive Reward Savings Thrift Plan, as amended included herewith.
5(a) -- Opinion of Counsel, including Counsel's consent concerning the securities registered hereunder.
5(b) -- The Registrant undertakes that it will submit or has submitted the Plan and any amendment thereto to the Internal
Revenue Service ("IRS") in a timely manner, and has made or will make all changes required by the IRS in order to
qualify the Plan.
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15 -- Letter of KPMG Peat Marwick LLP, independent auditors, regarding unaudited interim financial information.
23.1 -- Consent of KPMG Peat Marwick LLP, independent auditors.
23.2 -- Consent of Martin E. Simmons (included as part of Exhibit 5).
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant 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;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change in such
information in the registration statement;
provided, however, that subparagraphs (i) and (ii) above, do
not apply if the registration statement is on Form S-3, Form
S-8 or Form F-3, and the information required to be included
in a post-effective amendment by those subparagraphs is
contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment 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.
(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) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that
is incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
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(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Nashville, State of Tennessee, on
January 19, 1995.
FIRST AMERICAN CORPORATION
(Registrant)
By: /s/ DENNIS C. BOTTORFF
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Dennis C. Bottorff
President, Chairman and Chief
Executive Officer
FIRST AMERICAN CORPORATION FIRST
INCENTIVE REWARD SAVINGS THRIFT PLAN
BY: FIRST AMERICAN TRUST COMPANY, N.A.,
TRUSTEE
By: /s/ Barbara Shoulders
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Barbara Shoulders
Assistant Vice President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
/s/ Dennis C. Bottorff President, Chairman and Chief January 19, 1995
- ---------------------------------- Executive Officer and Director
Dennis C. Bottorff
/s/ Dale W. Polley Vice Chairman, and January 19, 1995
- ---------------------------------- Principal Financial Officer and Director
Dale W. Polley
/s/ Marvin J. Vannatta Senior Vice President and January 19, 1995
- ---------------------------------- Treasurer (Principal Accounting Officer)
Marvin J. Vannatta
/s/ Samuel E. Beall, III Director January 19, 1995
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Samuel E. Beall, III
Director January , 1995
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Earnest W. Deavenport, Jr.
/s/ Reginald D. Dickson Director January 19, 1995
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Reginald D. Dickson
/s/ T. Scott Fillebrown, Jr. Director January 19, 1995
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T. Scott Fillebrown, Jr.
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/s/ James A. Haslam Director January 19, 1995
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James A. Haslam
/s/ Martha R. Ingram Director January 19, 1995
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Martha R. Ingram
/s/ Walter G. Knestrick Director January 19, 1995
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Walter G. Knestrick
/s/ Gene C. Koonce Director January 19, 1995
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Gene C. Koonce
/s/ James R. Martin Director January 19, 1995
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James R. Martin
/s/ Robert A. McCabe, Jr. Director January 19, 1995
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Robert A. McCabe, Jr.
/s/ William O. McCoy Director January 19, 1995
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William O. McCoy
/s/ Roscoe R. Robinson Director January 19, 1995
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Roscoe R. Robinson
/s/ James F. Smith, Jr. Director January 19, 1995
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James F. Smith, Jr.
/s/ Cal Turner, Jr. Director January 19, 1995
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Cal Turner, Jr.
Director January , 1995
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Ted H. Welch
/s/ David K. Wilson Director January 19, 1995
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David K. Wilson
/s/ Toby S. Wilt Director January 19, 1995
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Toby S. Wilt
/s/ William S. Wire, II Director January 19, 1995
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William S. Wire, II
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EXHIBIT INDEX
INDEX
NUMBER DESCRIPTION
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4 Restated and Amended First American Corporation First Incentive Reward Savings Thrift Plan.
5 Opinion of Counsel, including Counsel's consent, concerning securities registered hereunder.
15 Letter of KPMG Peat Marwick LLP, independent auditors, regarding Unaudited Interim Financial Information.
23.1 Consent of KPMG Peat Marwick LLP, independent auditors.
23.2 Consent of Martin E. Simmons (included as part of Exhibit 5).