1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8K
CURRENT REPORT
Current Report Pursuant
to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report: July 5, 1995
Date of earliest event reported: July 5, 1995
FIRST AMERICAN CORPORATION
(Exact name of registrant as specified in its charter)
TENNESSEE
(State or other jurisdiction of incorporation)
0-6198 62-0799975
(Commission File Number) (I.R.S. Employer
Identification No.)
FIRST AMERICAN CENTER, NASHVILLE, TENNESSEE 37237-0700
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (615) 748-2000
2
Item 5. Other Event
First American Corporation has entered into a definitive
merger agreement to acquire all of the outstanding shares of
First City Bancorp, Inc. in a tax-free exchange of $26.50 in
First American's common stock (subject to certain limitations)
for each share of First City's common stock. If the average
closing price of First American's common stock (for the 20
business days preceding and including the fifth business day
prior to consummation) is greater than or equal to $30.60 but
less than or equal to $41.70, a value equal to a fixed price
of $26.50 will be exchanged. If the average closing price is
less than $30.60, First City has the right to terminate the
agreement unless First American agrees to adjust the exchange
ratio to effect a fixed price of $26.50. Similarly, if the
average closing price is greater than $41.70, First American
has the right to terminate the agreement unless First City
agrees to adjust the exchange ratio to effect a fixed price
of $26.50. First American intends to repurchase, in open
market transactions, at least 80 percent of the First American
shares to be issued in connection with this transaction. The
merger is expected to be completed during the first quarter of
1996, subject to approval by regulatory authorities and First
City's shareholders.
Exhibit No. Description
- ----------- -----------
2. Agreement and Plan of Merger dated as of July 5, 1995
by and between First American Corporation and First
City Bancorp, Inc.
20. Press Release dated July 5, 1995
2
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
FIRST AMERICAN CORPORATION
--------------------------
(Registrant)
Date: July 7, 1995 /s/ Mary Neil Price
--------------------------------------
Name: Mary Neil Price
Title: Senior Vice President and
Assistant Secretary
3
4
EXHIBIT INDEX
Exhibit No: Description
- ----------- -----------
2 Agreement and Plan of Merger dated as of July 5, 1995
by and between First American Corporation and First
City Bancorp, Inc.
20 Press Release dated July 5, 1995
4