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: November 15, 1995
Date of earliest event reported: November 1, 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 2. Acquisition or Disposition of Assets
As previously reported by Current Report on Form 8-K dated
February 23, 1995 First American entered into a definitive
merger agreement under which all of the outstanding shares of
Heritage Federal Bancshares, Inc. were exchanged for First
American common stock. The transaction was consummated
effective November 1, 1995. As previously reported by Report
by Issuer of Securities Quoted on Nasdaq Inter-Dealer
Quotation System on Form 10-C dated November 1, 1995, there
were 25,004,926 shares of First American Corporation $5.00 par
value common stock outstanding before the consummation of the
merger; there were 27,910,274 shares of First American
Corporation $5.00 par value common stock outstanding
immediately after the consummation of the merger of Heritage
Federal Bancshares, Inc. with and into First American
Corporation.
Item 7. Financial Statements, Pro Forma Financial Statements and
Exhibits
Selected historical and pro forma financial information in
respect to this transaction is attached as Exhibit 99.
Exhibit No. Description
2. Agreement and Plan of Merger dated February 21, 1995
by and between First American Corporation and
Heritage Federal Bancshares, Inc. (previously filed
as Exhibit 2 to a Current Report on Form 8-K dated
February 23, 1995, and incorporated herein by
reference).
20a. Press Release dated February 21, 1995 (previously
filed as Exhibit 20 to a Current Report on Form 8-K
dated February 23, and incorporated herein by
reference).
20b. Press Release dated February 22, 1995 (previously
filed as Exhibit 20 to a Current Report on Form 8-K
dated February 23, and incorporated herein by
reference).
20c. Press Release dated November 1, 1995.
99a. 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 (previously filed as Exhibit 99 to a Current
Report on Form 8-K dated August 15, 1995, and
incorporated herein by reference).
99b. Revised First American Corporation unaudited pro
forma combined condensed financial data reflecting
acquisition by First American of Heritage Federal
Bancshares, Inc. and Charter Federal Savings Bank
(previously filed as Exhibit 99(a) to a Current
Report on Form 8-K dated October 3, 1995, and
incorporated herein by reference).
99c. Historical financial data for Heritage Federal
Bancshares, Inc.
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: November 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. Agreement and Plan of Merger dated February 21, 1995
by and between First American Corporation and
Heritage Federal Bancshares, Inc. (previously filed
as Exhibit 2 to a Current Report on Form 8-K dated
February 23, 1995, and incorporated herein by
reference).
20a. Press Release dated February 21, 1995 (previously
filed as Exhibit 20 to a Current Report on Form 8-K
dated February 23, and incorporated herein by
reference).
20b. Press Release dated February 22, 1995 (previously
filed as Exhibit 20 to a Current Report on Form 8-K
dated February 23, and incorporated herein by
reference).
20c. Press Release dated November 1, 1995.
99a. 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 (previously filed as Exhibit 99 to a Current
Report on Form 8-K dated August 15, 1995, and
incorporated herein by reference).
99b. Revised First American Corporation unaudited pro
forma combined condensed financial data reflecting
acquisition by First American of Heritage Federal
Bancshares, Inc. and Charter Federal Savings Bank
(previously filed as Exhibit 99(a) to a Current
Report on Form 8-K dated October 3, 1995, and
incorporated herein by reference).
99c. Historical financial data for Heritage Federal
Bancshares, Inc.
4