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: February 5, 1996 Date of earliest event reported: February 2, 1996 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 Report on Form 8-K dated July 5, 1995, First American has entered into a definitive Agreement and Plan of Merger dated July 5, 1995 with First City Bancorp, Inc. Attached hereto and incorporated by reference herein as Exhibit 2 (a) is an Amendment to the Agreement and Plan of Merger by and between First American Corporation and First City Bancorp, Inc. dated as of February 2, 1996. Exhibit No. Description - ---------- ----------- 2. Agreement and Plan of Merger dated July 5, 1995 by and between First American Corporation and First City Bancorp, Inc. (previously filed as Exhibit 2 to a Current Report on Form 8-K dated July 5, 1995, and incorporated herein by reference). 2 (a). Amendment to Agreement and Plan of Merger by and between First American Corporation and First City Bancorp, Inc. dated February 2, 1996. 20. Press Release dated July 5, 1995 (previously filed as Exhibit 20 to a Current Report on Form 8- K dated July 5, 1995, and incorporated herein by reference). 20(a). Press Release dated February 2, 1996. 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: February 5, 1996 /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 July 5, 1995 by and between First American Corporation and First City Bancorp, Inc. (previously filed as Exhibit 2 to a Current Report on Form 8-K dated July 5, 1995, and incorporated herein by reference). 2 (a). Amendment to Agreement and Plan of Merger by and between First American Corporation and First City Bancorp, Inc. dated February 2, 1996. 20. Press Release dated July 5, 1995 (previously filed as Exhibit 20 to a Current Report on Form 8- K dated July 5, 1995, and incorporated herein by reference). 20(a). Press Release dated February 2, 1996. 4