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: August 15, 1995 Date of earliest event reported: August 15, 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 As previously reported by Current Reports on Forms 8-K dated February 23, 1995 and May 22, 1995 respectively, First American has entered into a definitive Agreement and Plan of Merger dated February 21, 1995 with Heritage Federal Bancshares, Inc., and a definitive Agreement and Plan of Reorganization dated May 17, 1995 with Charter Federal Savings Bank. Attached hereto and incorporated by reference herein as Exhibit 99 is First American Corporation unaudited pro forma combined condensed financial data in respect to these transactions. Exhibit No. Description ----------- ----------- 2 (a). Agreement and Plan of Merger dated February 21, 1995 by and between Heritage Federal Bancshares, Inc. and First American Corporation (previously filed as Exhibit 2 to a Current Report on Form 8-K dated February 23, 1995, and incorporated herein by reference). 2 (b). Agreement and Plan of Reorganization dated May 17, 1995 by and between Charter Federal Savings Bank and First American Corporation (previously filed as Exhibit 2 to a current Report on Form 8-K dated May 22, 1995, and incorporated herein by reference). 20 (a). Press release dated February 21, 1995 (previously filed as Exhibit 20 (a) to a Current Report on Form 8-K dated February 23, 1995, and incorporated herein by reference). 20 (b). Press release dated February 22, 1995 (previously filed as Exhibit 20 (b) to a Current Report on Form 8-K dated February 23, 1995, and incorporated herein by reference). 20 (c). Press Release dated May 17, 1995 (previously filed as Exhibit 20 to a Current Report on Form 8-K dated May 22, 1995, and incorporated herein by reference). 99. First American Corporation unaudited pro forma combined condensed financial data reflecting acquisition by First American Corporation of Heritage Federal Bancshares, Inc. and Charter Federal Savings Bank. 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: August 15, 1995 /s/ Mary Neil Price -------------------------------------- Name: Mary Neil Price Title: Senior Vice President and Assistant Secretary 3 4 EXHIBIT INDEX Exhibit No: Description ----------- ----------- 2 (a) Agreement and Plan of Merger dated February 21, 1995, by and between Heritage Federal Bancshares, Inc. and First American Corporation (incorporated by reference) 2 (b) Agreement and Plan of Reorganization dated May 17, 1995, by and between Charter Federal Savings Bank and First American Corporation (incorporated by reference) 20 (a) Press release dated February 21, 1995 (incorporated by reference) 20 (b) Press release dated February 22, 1995 (incorporated by reference) 20 (c) Press Release dated May 17, 1995 (incorporated by reference) 99 First American Corporation unaudited pro forma combined condensed financial data reflecting acquisition by First American Corporation of Heritage Federal Bancshares, Inc. and Charter Federal Savings Bank 4