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REVOCABLE PROXY FIRST CITY BANCORP, INC. EXHIBIT 99.1
SPECIAL MEETING OF SHAREHOLDERS
FEBRUARY 29, 1996
The undersigned hereby appoints William E. Rowland of First City Bancorp,
Inc. ("First City") or any successors, with full powers of substitution, to act
as attorneys and proxies for the undersigned to vote all shares of the Common
Stock and/or Series A Preferred Stock of First City which the undersigned is
entitled to vote at the Special Meeting of Shareholders (the "Meeting"), to be
held at the City Center, 201 South Church Street, Murfreesboro, Tennessee, on
Thursday, February 29, 1996, at 10:00 a.m. and at any and all adjournments
thereof, as follows:
1. The approval of the Agreement and Plan of Merger (the "Agreement") by and
between First City and First American Corporation ("First American") which
provides for the merger of First City with and into First American (the
"Merger") pursuant to which (i) shareholders of First City will receive for each
share of First City's common stock, no par value (the "FCBI Common Stock"), the
number of shares of common stock of First American; $5.00 par value ("FAC Common
Stock"), determined by dividing $26.50 by the average closing sale price
("Average Closing Price") per share of FAC Common Stock on The Nasdaq Stock
Market (as reported in The Wall Street Journal) for the twenty (20) consecutive
trading days ending on and including the fifth day immediately preceding, but
not including the Effective Time (the "Exchange Ratio") and cash in lieu of any
fractional share; provided, that the Exchange Ratio shall not exceed 0.8440
shares of FAC Common Stock per share of FCBI Common Stock and shall not be less
than 0.6355 shares of FAC Common Stock per share of FCBI Common Stock, except
that if the Average Closing Price of the FAC Common Stock is greater than $41.70
per share, in such case First American may terminate the Agreement unless First
City agrees (subject to additional shareholder approval) to reduce the Exchange
Ratio to $26.50 divided by the Average Closing Price and under such
circumstances the Exchange Ratio would be less than 0.6355, and if such Average
Closing Price is less than $31.40 per share, in such case First City may
terminate the Agreement unless First American agrees to increase the Exchange
Ratio to $26.50 divided by the Average Closing Price and under such
circumstances the Exchange Ratio would be greater than 0.8440; and (ii) each
outstanding share of First City's Series A Preferred Stock, which has not been
converted to FCBI Common Stock prior to the Effective Time, will be converted
into the right to receive $6.00 per share, plus any accumulated but unpaid
dividends accrued prior to the Merger.
/ / FOR / / AGAINST / / ABSTAIN
2. The adjournment of the Meeting to a later date, if necessary, to solicit
additional proxies in the event insufficient shares are present in person or by
proxy at the Meeting to approve the Agreement, all as more fully described in
the Prospectus/Proxy Statement herewith.
/ / FOR / / AGAINST / / ABSTAIN
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE LISTED PROPOSITIONS.
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THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
PROXY WILL BE VOTED FOR EACH OF THE PROPOSITIONS STATED. IF ANY OTHER BUSINESS
IS PRESENTED AT THE MEETING, INCLUDING MATTERS RELATING TO THE CONDUCT OF THE
MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED IN THIS PROXY IN ACCORDANCE
WITH THE DETERMINATION OF A MAJORITY OF THE BOARD OF DIRECTORS. AT THE PRESENT
TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE
MEETING.
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THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should the undersigned be present and elect to vote at the Meeting or at any
adjournment thereof and after notification to the Secretary of First City at the
Meeting of the shareholder's decision to terminate this proxy, then the power of
said attorneys and proxies shall be deemed terminated and of no further force
and effect.
The undersigned acknowledges receipt from First City prior to the execution of
this proxy of the Notice of Meeting and the Prospectus/Proxy Statement. The
undersigned hereby revokes any and all proxies heretofore given, with respect to
the undersigned's shares of FCBI Common Stock and/or Series A Preferred Stock.
Dated:______________________, 1996
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Print Name of Shareholder
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Signature of Shareholder
Please sign exactly as your name
appears on this card. When signing
as attorney, executor,
administrator, trustee or
guardian, please give your full
title. If shares are held jointly,
each holder should sign.
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED
POSTAGE-PREPAID ENVELOPE.