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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, 1994
- 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
incorporation or organization) Identification 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
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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. _____
At February 23, 1995, the aggregate market value of the voting stock of the
registrant held by non-affiliates of the registrant was approximately $1.3
billion.
At February 23, 1995, the registrant had 31,924,547 shares of common stock
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
1. Portions of Annual Report to Shareholders for the year ended 12/31/94
- Parts I, II, and IV.
2. Portions of Proxy Statement furnished to shareholders in connection
with Annual Meeting of Shareholders scheduled for 4/18/95 -Part III.
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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, 1994, the Corporation had total assets of $10.5 billion and ranked first in
terms of total assets among Tennessee-headquartered bank holding companies and
ranked 56th 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 commercial banking
business. During 1994 approximately 50% of revenues were provided by net
interest income and approximately 50% of revenues were provided by fee income-
based business lines. 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 1994 it generated gross revenue of approximately
$995.9 million and contributed 94.1% of consolidated net income from continuing
operations. At December 31, 1994, the Bank had $10.0 billion in total assets,
$7.3 billion in total deposits, and $6.4 billion in net loans. Within the
State of Tennessee on December 31, 1994, it ranked first among banks in terms
of total assets and deposits. Nationally, it ranked 59th in terms of total
assets as of December 31, 1994. On December 31, 1994, the Corporation's
subsidiary banks had 223 banking locations in 20 Tennessee counties, including
all of the major metropolitan areas of the state, and 8 banking locations in
Mississippi. Subsidiaries of the Bank at January 3, 1995, provided mortgage
banking services through approximately 150 offices in 27 states.
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.
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During 1994, the Corporation completed the acquisition of the
following entities on the dates specified: SNMC Management Corporation (parent
of Sunbelt National Mortgage Corporation) (1-4-94), Highland Capital Management
Corp. (3-1-94), Cleveland Bank and Trust Company (3-16-94), Planters Bank
(8-9-94) and Emerald Mortgage Corporation (10-1-94). All of the acquisitions,
except Emerald, were accounted for as poolings-of-interests.
On January 3, 1995, the Corporation expanded its mortgage banking
operations through the acquisition of Carl I. Brown and Company, ("CIB") Kansas
City Missouri. CIB, which became a subsidiary of the Bank at the close of the
transaction, had total assets of approximately $169.0 million and a mortgage
servicing portfolio of approximately $2.2 billion at acquisition. On February
24, 1995, the Corporation acquired Community Bancshares, Inc., Germantown,
Tennessee, the parent of Community First Bank. At acquisition Community had
total assets of approximately $252 million. Each transaction was accounted for
as a pooling-of-interests.
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
. nationwide check clearing services
. merchant credit card and automated teller machine transaction
processing
. discount brokerage, brokerage, venture capital, equipment
finance and credit life insurance
. 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 ("Comptroller") 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; Overland Park, Kansas; and Dallas, Texas. The subsidiary banks are
supervised and regulated as described below. Highland Capital Management Corp.
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.
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Expenditures for research and development activities were not material
for the years 1992, 1993 or 1994.
Neither the Corporation nor any of its significant subsidiaries is
dependent upon a single customer or very few customers.
At December 31, 1994, the Corporation and its subsidiaries had
approximately 6,468 full-time-equivalent employees, not including contract
labor for certain services, such as guard and housekeeping.
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 "Federal Reserve
Board"). The Corporation is required to file with the Board annual 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.
GENERAL
As a bank holding company, the Corporation is subject to the
regulation and supervision of the Federal Reserve 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 prohibits 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
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restricts the acquisition by bank holding companies of banks in
Tennessee. A bank holding company is prohibited from acquiring any
bank in Tennessee as long as banks that it controls retain 16 1/2% or
more of the total deposits in individual, partnership and corporate
demand and other transaction accounts and in savings accounts and time
deposits in all federally insured financial institutions in Tennessee,
subject to certain limitations and exclusions. As of December 31,
1994, the Corporation estimates that it held approximately 12.5% 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. As to certain
changes in the laws applicable to banks that were enacted in September
of 1994, that will go into effect during 1995 and later years, see "--
Interstate Act."
The Corporation's subsidiary banks (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, as is First
Tennessee Bank National Association Mississippi, which is
headquartered in Southaven, Mississippi. The remaining Subsidiary
Banks are Cleveland Bank and Trust Company and Peoples and Union Bank,
which are Tennessee state-chartered banks and Planters Bank, which is
a Mississippi state-chartered bank, none of which are members of the
Federal Reserve System, and therefore are subject to the regulations
of and supervision by the Federal Deposit Insurance Corporation (the
"FDIC") as well as state banking authorities. The Subsidiary Banks
are also 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 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 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
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interest on debt securities, is dividends and interest 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 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. Tennessee law
imposes dividend restrictions on Tennessee state banks substantially
similar to those imposed under federal law on national banks, as
described above. Mississippi law prohibits Mississippi state banks
from declaring a dividend without the prior written approval of the
Mississippi Banking Commissioner.
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, after notice and hearing, 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 pay any dividend if payment would cause it to
become undercapitalized or once it is under capitalized. See
"--FDICIA."
At December 31, 1994, under dividend restrictions imposed
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under applicable federal and state laws, the Subsidiary Banks, without
obtaining regulatory approvals, could legally declare aggregate
dividends of approximately $242.2 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 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 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, participates
or has 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) in an amount which exceeds 10% of the Subsidiary Bank's capital
stock and surplus and may not extend credit in the aggregate to 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 the 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-
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weighted assets (including certain off-balance-sheet items, such as
standby letters of credit) is 8%, and the minimum ratio of Tier 1
Capital (defined below) to risk-weighted assets is 4%. 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 certain other
intangible assets ("Tier 1 Capital"). The remainder may consist of
subordinated debt, other preferred stock and a limited amount of loan
loss reserves. At December 31, 1994, the Corporation's consolidated
Tier 1 Capital and Total Capital ratios were 9.67% and 12.02%,
respectively.
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 certain other intangible assets (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 100 to
200 basis points. The Corporation's Leverage Ratio at December 31,
1994 was 6.87%. 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, 1994.
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, and to certain restrictions on its business.
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
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to interest rate risk. Management of the Corporation is unable to
predict whether or when capital requirements may be changed and, if
so, at what levels and on what schedule.
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 depositors in the case of bank
subsidiaries) except to the extent that the Corporation may itself be
a creditor with recognized claims against the 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
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investment in such 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 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, a 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. In addition, an insured depository institution will
be considered undercapitalized if it fails to meet any minimum
required measure, significantly undercapitalized if it is
significantly below such measure and critically undercapitalized if it
fails to maintain a level of tangible equity equal to not less than 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 effectiveness of 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
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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 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, 1994 all of the
Subsidiary Banks were well capitalized under the criteria discussed
above.
FDICIA contains numerous other provisions, including new
accounting, audit and reporting requirements, beginning in 1995
termination of the "too big to fail" doctrine except in special cases,
limitations on the FDIC's payment of deposits at foreign branches, new
regulatory standards in such areas as asset quality, earnings and
compensation and revised regulatory standards for, among other things,
powers of state banks, real estate lending and capital adequacy.
FDICIA also requires that a depository institution provide 90 days
prior notice of the closing of any branches.
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.
INTERSTATE ACT
The Riegle-Neal Interstate Banking and Branching Efficiency
Act of 1994 ("Interstate Act"), which was enacted
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on September 29, 1994, among other things and subject to certain
conditions and exceptions, permits on an interstate basis (i) bank
holding company acquisitions commencing one year after enactment of
banks (of a minimum age of up to five years as established by state
law in any state), (ii) mergers of national and state banks after May
31, 1997 unless the home state of either bank has opted out of the
interstate bank merger provision, (iii) branching de novo by national
and state banks if the host state has opted-in to this provision of
the Interstate Act, and (iv) certain bank agency activities after one
year after enactment. The Interstate Act contains a 30% intrastate
deposit cap, except for the initial acquisition in the state,
restriction that applies to certain interstate acquisitions unless a
different intrastate cap has been adopted by the applicable state
pursuant to the provisions of the Interstate Act and a 10% national
deposit cap restriction. Regulations have not yet been issued under
the Interstate Act. A bill has been introduced in the Tennessee
legislature which would repeal the Tennessee Reciprocal Banking Act,
amend the Tennessee Bank Structure Act of 1974, and amend Tennessee's
bank branching laws. Management can not predict whether or in what
form the proposals will be adopted or the extent to which the business
of the Corporation and its subsidiaries may be affected.
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 FDICIA. 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 31,
1994, the Corporation believes the brokered deposits regulation will
have no material 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 increased the assessment
rates for most FDIC-insured depository institutions. Under the
schedule, the premiums initially range from $.23 to $.31 for every
$100 of deposits. Each
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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. The law specifies a designated
reserve ratio target of 1.25 percent of estimated insured deposits and
requires the FDIC to set assessments at a level to maintain the target
or, if the reserve ratio is less than the target, to set assessments
rates at a level sufficient to increase the reserve ratio to the
target within one year or as otherwise specified by the FDIC under the
law. Recently, the FDIC has proposed a resolution to lower premiums,
but that would depend on achievement of the target ratio, among other
things, and management of the Corporation can not predict what change
in premiums, if any may occur.
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 depositary 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-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
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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 Management's Discussion and Analysis
and Glossary sections, including the subsections entitled "Deposits" and
"Liquidity Management," contained in the Corporation's 1994 Annual Report to
Shareholders (the "1994 Annual Report"), which sections are specifically
incorporated herein by reference, along with all of the tables and graphs in
the 1994 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 1994 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
13
15
any depository institution must pay to borrow from the Federal 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 Management's
Discussion and Analysis and Glossary sections in the 1994 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 immediately following:
MATURITIES OF SHORT-TERM PURCHASED FUNDS AT DECEMBER 31, 1994
0-3 3-6 6-12 Over 12
(Dollars in thousands) Months Months Months Months Total
-----------------------------------------------------------------------------------------------------------------------------------
Certificates of deposit $100,000 and more $ 199,895 $ 75,047 $ 60,051 $ 93,971 $ 428,964
Federal funds purchased and securities
sold under agreements to repurchase 1,453,802 -- -- -- 1,453,802
Commercial paper and other short-term borrowings 194,962 -- -- 5,000 199,962
-----------------------------------------------------------------------------------------------------------------------------------
Total $1,848,659 $ 75,047 $ 60,051 $ 98,971 $2,082,728
-----------------------------------------------------------------------------------------------------------------------------------
14
16
FIRST TENNESSEE NATIONAL CORPORATION
ADDITIONAL GUIDE 3 STATISTICAL INFORMATION
BALANCES AT DECEMBER 31
(Thousands)
(Unaudited)
II. Investment Portfolio
(Book Value): 1994 * 1993 ** 1992 **
-------------------------------------------------------------------------
Mortgage-backed securities &
collateralized mortgage
obligations $1,638,528 $1,643,246 $2,340,617
U.S. Treasury and other
U. S. government agencies 323,486 397,252 389,368
States and political subdivisions 74,498 91,915 115,833
Other 57,151 87,674 152,338
---------- ---------- ----------
Total $2,093,663 $2,220,087 $2,998,156
-------------------------------------------------------------------------
* Balances at December 31, 1994 represent securities held - to - maturity
and securities available - for - sale.
** Balances at December 31, 1993 and 1992 represent the investment portfolio.
III. Loan Portfolio
1994 1993 1992 1991 1990
------------------------------------------------------------------------------------------------
Commercial $2,888,671 $2,611,024 $2,277,575 $2,296,757 $2,152,814
Consumer 2,236,731 1,798,770 1,324,905 1,110,026 1,060,429
Credit card receivables 475,471 428,075 412,207 402,822 366,706
Real estate construction 160,368 75,844 48,598 107,466 197,217
Real estate mortgage 569,729 497,293 588,997 635,429 597,845
Nonaccrual 16,539 25,966 28,773 43,521 69,685
---------- ---------- ---------- ---------- ----------
Total $6,347,509 $5,436,972 $4,681,055 $4,596,021 $4,444,696
------------------------------------------------------------------------------------------------
VII. Short-Term Borrowings
1994 1993 1992
------------------------------------------------------------------------
Federal funds purchased and
securities sold under
agreements to repurchase $1,453,802 $1,014,644 $ 753,409
Commercial paper 67,820 32,283 21,856
Other short-term borrowings 132,142 714,278 412,105
---------- ---------- ----------
Total $1,653,764 $1,761,205 $1,187,370
------------------------------------------------------------------------
15
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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, 1995. 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)
Age: 47 of the Corporation and the Bank
J. Kenneth Glass President - Tennessee Banking Group
Age: 48 of the Bank (1993)
Ralph Horn President of the Corporation (1991)
Age: 53 and the Bank (1993) and Chief
Executive Officer (1994) of the
Corporation and the Bank
Harry A. Johnson, III Executive Vice President (1990) and
Age: 46 General Counsel (1988) of the
Corporation and the Bank
James F. Keen Senior Vice President (1988) of the
Age: 44 Corporation and the Bank, Controller
(1988) of the Corporation and
principal accounting officer
16
18
John C. Kelley. Jr. President - Memphis Banking Group of
Age: 50 the Bank (1993)
George Perry Lewis Executive Vice President of the
Age: 56 Bank (1976) and Money Management
Group Manager
John P. O'Connor, Jr. Executive Vice President of the
Age: 51 Bank (1987) and Chief Credit
Officer (1988)
Ronald Terry Chairman of the Board
Age: 64 of the Corporation (1973)
and the Bank (1979)
Elbert L. Thomas,Jr. Senior Vice President (1991) and
Age: 46 Chief Financial Officer (1995)
of the Corporation and the Bank
G. Robert Vezina Executive Vice President of the
Age: 60 Corporation and the Bank (1989) and
Personnel Division Manager
Each of the executive officers except for Mr. Thomas has been employed
by the Corporation or its subsidiaries during each of the last five years. Mr.
Terry was Chief Executive Officer of the Corporation and the Bank prior to
April 1994 and 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. Ms. Bies was Chief Financial Officer of the
Corporation and the Bank prior to February 6, 1995. From January of 1993 to
February of 1995, Mr. Thomas was Manager of Corporate Development. From May of
1990 to January of 1993, he was Manager of Corporate Tax. Prior to May of
1990, Mr. Thomas was Vice President - Finance, Tax, and Mergers and
Acquisitions at Holly Farms Corporation.
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 Nasdaq Stock Market's National Market System under the
symbol FTEN. As of December 31, 1994, there were 8,161 shareholders of record
of the Corporation's common stock.
17
19
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 1993: $ .36, $ .36, $ .36, $ .42, $ .42, $ .42, $ .42, and $ .47.
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 15 to the Consolidated Financial Statements, and the
Liquidity Management subsection of the Management's Discussion and Analysis and
Glossary sections of the 1994 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.
ITEM 6
SELECTED FINANCIAL DATA
The information called for by this Item is incorporated herein by
reference to the Selected Financial Data Table in the 1994 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 the Management's Discussion and Analysis and Glossary sections in
the 1994 Annual Report and the following tables and graphs in the 1994 Annual
Report:
GRAPHS:
Return on Average Equity
Return on Average Assets
Earnings Per Share
Net Interest Income and Margin Trend Analysis
Earning Asset Mix 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, 1994
Maturities of Investment Securities Held to Maturity
at December 31, 1994
18
20
Maturities of Investment Securities Available for Sale
at December 31, 1994
Maturities of Loans at December 31, 1994
Regulatory Capital at December 31, 1994
Loans and Foreclosed Real Estate at December 31
FTBNA Loans Secured by Real Estate at December 31
Analysis of Allowance for Loan Losses
Nonperforming Assets at December 31
Selected Financial Data
Consolidated Average Balance Sheet and
Related Yields and Rates
Consolidated Historical Performance
Statements of Income
ITEM 8
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information called for by this Item is incorporated herein by
reference to the Consolidated Financial Statements and the notes thereto and to
the Summary of Quarterly Financial Information Table in the 1994 Annual Report.
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 mailed
to shareholders in connection with the Corporation's Annual Meeting of
Shareholders scheduled for April 18, 1995, (the "1995 Proxy Statement"). 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 1995 Proxy Statement.
19
21
ITEM 11
EXECUTIVE COMPENSATION
The information called for by this Item is incorporated herein by
reference to the "Executive Compensation" section of the 1995 Proxy Statement
(excluding the Board Compensation Committee Report and the Total Shareholder
Return 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 1995 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 1995 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:
- Consolidated Statements of Condition as of December 31, 1994
and 1993
- Consolidated Statements of Income for the years ended December
31, 1994, 1993 and 1992
- Consolidated Statements of Shareholders' Equity for the years
ended December 31, 1994, 1993 and 1992
- Consolidated Statements of Cash Flows for the years ended
December 31, 1994, 1993 and 1992
- Notes to the Consolidated Financial Statements
- Report of Independent Public Accountants
The consolidated financial statements of the Corporation, the
notes thereto, and the report of independent public
20
22
accountants, in the 1994 Annual Report, as listed above, are
incorporated herein by reference.
Financial Statement Schedules: Not applicable.
Exhibits:
(3)(i) Restated Charter of the Corporation, as amended, attached as Exhibit 3(i) to the Corporation's registration
statement on Form S-4 (No. 33-53331) filed 4-28-94 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 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
12 in the Corporation's 1994 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)
21
23
*(1O)(j) Director Deferral Agreements (2) with Schedule.
*(10)(k) Severance Agreements dated 12-15-92 with schedule.(2)
(11) Statement re: computation of per share earnings.
(13) The portions of the 1994 Annual Report to Shareholders which have been incorporated by reference into this Form
10-K.
(21) Subsidiaries of the Corporation.
(24) Powers of Attorney
(27) Financial Data Schedule (for SEC use only)
(99)(a) Annual Report on Form 11-K for the
Corporation's Savings Plan and Trust, for fiscal year ended 12-31-94, as authorized by SEC Rule 15d-21 (to be
filed as an amendment to Form 1O-K).
* 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) No reports on Form 8-K were filed during the fourth quarter of 1994.
22
24
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.
FIRST TENNESSEE NATIONAL CORPORATION
Date: March 24, 1995 By: James F. Keen
--- ---------------------------------
James F. Keen,
Senior Vice President and
Controller
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
--------- ----- ----
Ralph Horn* Chief Executive Officer March 24, 1995
--------------------- (principal executive
Ralph Horn officer) and a Director
Elbert L. Thomas, Jr.* Senior Vice President March 24, 1995
---------------------- and Chief Financial Officer
Elbert L. Thomas, Jr. (principal financial officer)
James F. Keen* Senior Vice President March 24, 1995
---------------------- and Controller (principal
James F. Keen accounting officer)
Jack A. Belz* Director March 24, 1995
----------------------
Jack A. Belz
Robert C. Blattberg* Director March 24, 1995
----------------------
Robert C. Blattberg
J. R. Hyde, III* Director March 24, 1995
----------------------
J. R. Hyde, III
R. Brad Martin* Director March 24, 1995
----------------------
R. Brad Martin
Joseph Orgill, III* Director March 24, 1995
----------------------
Joseph Orgill, III
23
25
Richard E. Ray* Director March 24, 1995
----------------------
Richard E. Ray
Vicki G. Roman* Director March 24, 1995
----------------------
Vicki G. Roman
Michael D. Rose* Director March 24, 1995
----------------------
Michael D. Rose
William B. Sansom* Director March 24, 1995
----------------------
William B. Sansom
Gordon P. Street, Jr.* Director March 24, 1995
----------------------
Gordon P. Street, Jr.
Ronald Terry* Director March 24, 1995
----------------------
Ronald Terry
*By: Clyde A. Billings, Jr. March 24, 1995
-----------------------
Clyde A. Billings, Jr.
As Attorney-in-Fact
24
26
EXHIBIT INDEX
Item No. Description
-------- -----------
(3)(i) Restated Charter of the Corporation, as amended, attached as Exhibit 3(i) to Corporation's registration
statement on Form S-4 (No. 33-53331) filed April 28, 1994 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
Registration Statement on Form 8-A filed 9-8-89, 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 12 in the Corporation's 1994 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)
---
25
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 (2) with Schedule.
*(1O)(k) Severance Agreements dated 12-15-92 with schedule. (2)
(11) Statement re: computation of per share earnings.
(13) The portions of the 1994 Annual Report to
Shareholders which have been incorporated by
reference into this Form 10-K.
---
(21) Subsidiaries of the Corporation.
---
(24) Powers of Attorney
(27) Financial Data Schedule (For SEC use only)
(99)(a) Annual Report on Form 11-K for the Corporation's Savings Plan and Trust, for fiscal year ended
December 31, 1994, as authorized by SEC Rule 15d-21 (to be filed as an amendment to Form 10-K).
*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(1), respectively, contained in
the Corporation's 1992 Annual Report on Form 10-K.
26