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As filed with the Securities and Exchange Commission on May 7, 1998
Registration No. 33-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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FIRST AMERICAN CORPORATION
(Exact name of registrant as specified in its charter)
Tennessee 62-0799975
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
FIRST AMERICAN CENTER
NASHVILLE, TENNESSEE 37237-0700
(615) 748-2000
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
DEPOSIT GUARANTY CORP.
STOCK-BASED, LONG-TERM INCENTIVE PLAN
DATED APRIL 15, 1986
AND
STOCK-BASED, LONG-TERM INCENTIVE PLAN II
DATED APRIL 20, 1993
(Full Title of Plans)
MARY NEIL PRICE, ESQ.
EXECUTIVE VICE PRESIDENT, CORPORATE SECRETARY
AND GENERAL COUNSEL
FIRST AMERICAN CORPORATION
FIRST AMERICAN CENTER
NASHVILLE, TENNESSEE 37237-0721
(615) 748-2049
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
============================================================================================================
Title of Securities Amount to be Proposed Proposed Amount of
to be Registered(1) Maximum Maximum Registration
Registered Offering Aggregate Fee
Price Unit (2) Offering Price (2)
- ------------------------------------------------------------------------------------------------------------
Common Stock, par 743,745 shares Variable 11,896,184 3,509.37
value $2.50 share
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(1) As of April 30, 1998, maximum number of shares issuable upon exercise
of stock options granted under the following plans: Stock-Based,
Long-Term Incentive Plan ("Plan I") (320,000 shares); Stock-Based,
Long-Term Incentive Plan II ("Plan II") (955,000 shares). Such amount
may be adjusted in accordance with Section 5 of the Plan I and Section
5.1 of Plan II.
(2) Estimated solely for the purpose of determining the amount of the
registration fee. Such estimates have been calculated in accordance
with Rule 457(h) under the Securities Act of 1933, as amended, pursuant
to which the registration fee may be calculated, inter alia, based upon
the price at which the options may be exercised.
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PART I
INFORMATION REQUIRED IN THE
10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*
* Documents containing the information required by Part I of this
Registration Statement will be sent or given to the participants in the Deposit
Guaranty Corp. Supplemental Stock Option Agreement in accordance with Rule
428(b)(1). In accordance with Rule 424 and in reliance on Rule 428, such
documents are not filed with the Securities and Exchange Commission (the
"Commission") either as part of this Registration Statement or as prospectuses
or prospectus supplements.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
First American Corporation (the "Company") is subject to the
informational requirements of the Securities Exchange Act of 1934 (the "1934
Act") and, accordingly, files periodic reports and other information with the
Securities and Exchange Commission (the "Commission"). Reports, proxy statements
and other information concerning the Company filed with the Commission may be
inspected and copies may be obtained (at prescribed rates) at the Commission's
Public Reference Section, Room 1024, 450 Fifth Street, N.W., Washington, D.C.
20549.
The following documents are hereby incorporated in this Registration
Statement by reference as of their respective dates:
(1) The Company's Annual Report on Form 10-K for the year ended
December 31, 1997.
(2) The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1998.
(3) The description of the Company's Common Stock contained in the
Registration Statement on Form 8-A dated April 24, 1972, as
amended January 31, 1983, November 29, 1985 and May 13, 1986,
filed by the Company to register such securities under the
Exchange Act.
(4) The Deposit Guaranty Corp. Stock-Based, Long-Term Incentive Plan
dated April 15, 1986, filed with the SEC as Exhibit 10 to Deposit
Guaranty Corp.'s Annual Report on Form 10-K for the year ended
December 31, 1986, Registration Statement File No. 33-4912.
(5) The Deposit Guaranty Corp. Form S-8 registering the Non-Qualified
Stock Option Plan of Commercial National Corporation filed with
the SEC on September 11, 1992, Registration Statement File No.
33-51902.
(6) The Deposit Guaranty Corp. Stock-Based, Long-Term Incentive
Plan II filed with the SEC on June 15, 1993, Registration
Statement File No. 33-64438.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934 after the date hereof and
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated by reference herein shall be deemed to be
modified or superseded for purposes hereof to the extent that a statement
contained herein (or in any other subsequently filed document which is also
incorporated by reference herein) modifies and supersedes such statement. Any
statement so modified or superseded shall not be deemed or to constitute a part
hereof except as so modified or superseded.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable, as the Common Stock is registered under Section 12 of
the 1934 Act.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the Common Stock offered hereby has been passed upon by
Mary Neil Price, Executive Vice President, General Counsel and Secretary of the
Company. At the time of her opinion, Ms. Price was the beneficial owner of
28,936 shares of Common Stock (including shares of Common Stock which may be
acquired upon the exercise of currently outstanding options).
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Tennessee Business Corporation Act ("TBCA") provides that a
corporation may indemnify any of its directors and officers against liability
incurred in connection with a proceeding if (i) such person acted in good faith;
(ii) in the case of conduct in an official capacity, he reasonably believed such
conduct was in the corporation's best interests; (iii) in all other cases, he
reasonably believed that his conduct was not opposed to the best interests of
the corporation; and (iv) in connection with any criminal proceeding, such
person had no reasonable cause to believe his conduct was unlawful. In actions
brought by or in the right of the corporation, however, the TBCA provides that
no indemnification may be made if the director or officer was adjudged to be
liable to the corporation. The TBCA also provides that in connection with any
proceedings charging improper personal benefit to an officer or director, no
indemnification may be made if such officer or director is adjudged liable on
the basis that personal benefit was improperly received. Notwithstanding the
foregoing, the TBCA provides that a court of competent jurisdiction, upon
application, may order that an officer or director be indemnified for reasonable
expenses if, in consideration of all relevant circumstances, the court
determines that such individual is fairly and reasonably entitled to
indemnification, notwithstanding the fact that (i) he was adjudged liable to the
corporation in a proceeding by or in the right of the corporation; (ii) he was
adjudged liable on the basis that personal benefit was improperly received by
him; or (iii) he breached his duty of care to the corporation.
The registrant's Restated Charter, as amended, provides that to the
fullest extent permitted by law no director shall be personally liable to the
registrant or its shareholders for monetary damages for breach of any fiduciary
duty as a director. Under the TBCA, this charter provision relieves the
registrant's directors from personal liability to the registrant or its
shareholders for monetary damages for breach of fiduciary duty as a director,
except for liability arising from (i) any breach of the director's duty of
loyalty, (ii) acts or omissions to in good faith or which involved intentional
misconduct or a knowing violation of law, or (iii) any unlawful distributions.
Additionally, the registrant's Restated Charter provides that indemnification
for directors, officers, employees and agents of the registrant may be provided
either directly or through the purchase of insurance, by the registrant from
time to time to the fullest extent and in the manner permitted by law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
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ITEM 8. EXHIBITS
Exhibit
Number Description
- ------- -----------
*4.1 -- Deposit Guaranty Corp. Stock-Based, Long-Term Incentive Plan.
*4.2 -- Deposit Guaranty Corp. Form S-8.
*4.3 -- Deposit Guaranty Corp. Stock-Based, Long-Term Incentive Plan II.
5 -- Opinion of Counsel, including Counsel's consent concerning the securities
registered hereunder.
15 -- Letter re: unaudited interim financial information.
23.1 -- Consent of KPMG Peat Marwick LLP, independent auditors.
23.2 -- Consent of Mary Neil Price (included as part of Exhibit 5).
24 -- Powers of Attorney.
* Incorporated herein by reference.
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ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change in such information in the
registration statement; provided, however, that subparagraphs (i)
and (ii) above, do not apply if the registration statement is on
Form S-3, Form S-8 or Form F-3, and the information required to
be included in a post-effective amendment by those subparagraphs
is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in
the Registration Statement shall be deemed to be a new registration
statement relating to the securities offered herein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Nashville, State of Tennessee, on May 7, 1998.
FIRST AMERICAN CORPORATION
(REGISTRANT)
BY: /S/ DENNIS C. BOTTORFF*
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DENNIS C. BOTTORFF
CHAIRMAN AND CHIEF EXECUTIVE
OFFICER
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated:
PRINCIPAL OFFICERS:
/S/ DENNIS C. BOTTORFF* Chairman and Chief Executive May 7, 1998
- ------------------------------------------- Officer
Dennis C. Bottorff
/S/ DALE W. POLLEY President and Principal May 7, 1998
- ------------------------------------------- Financial Officer
Dale W. Polley
/S/ M. JACK VANNATTA, JR. Executive Vice President and May 7, 1998
- ------------------------------------------- Principal Accounting Officer
M. Jack Vannatta, Jr.
DIRECTORS:
/S/ DENNIS C. BOTTORFF* May 7, 1998
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Dennis C. Bottorff
/S/ EARNEST W. DEAVENPORT, JR.* May 7, 1998
- -------------------------------------------
Earnest W. Deavenport, Jr.
/S/ REGINALD D. DICKSON* May 7, 1998
- --------------------------------------------
Reginald D. Dickson
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/S/ JAMES A. HASLAM II*
- ------------------------------------
James A. Haslam II May 7, 1998
/S/ MARTHA R. INGRAM*
- ------------------------------------
Martha R. Ingram May 7, 1998
/S/ WALTER G. KNESTRICK*
- ------------------------------------
Walter G. Knestrick May 7, 1998
/S/ GENE C. KOONCE*
- ------------------------------------
Gene C. Koonce May 7, 1998
/S/ JAMES R. MARTIN*
- ------------------------------------
James R. Martin May 7, 1998
/S/ ROBERT A. McCABE, JR.*
- ------------------------------------
Robert A. McCabe, Jr. May 7, 1998
/S/ DALE W. POLLEY
- ------------------------------------
Dale W. Polley May 7, 1998
/S/ ROSCOE R. ROBINSON, M.D.*
- ------------------------------------
Roscoe R. Robinson, M.D. May 7, 1998
/S/ JAMES F. SMITH, JR.*
- ------------------------------------
James F. Smith, Jr. May 7, 1998
/S/ CAL TURNER, JR.*
- ------------------------------------
Cal Turner, Jr. May 7, 1998
- ------------------------------------
Celia A. Wallace May _, 1998
/S/ TED H. WELCH*
- ------------------------------------
Ted H. Welch May 7, 1998
/S/ DAVID K. WILSON*
- ------------------------------------
David K. Wilson May 7, 1998
/S/ TOBY S. WILT*
- ------------------------------------
Toby S. Wilt May 7, 1998
/S/ WILLIAM S. WIRE II*
- ------------------------------------
William S. Wire II May 7, 1998
- ------------------------------------
Warren A. Hood, Jr. May _, 1998
- ------------------------------------
Howard L. McMillan, Jr. May _, 1998
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- ------------------------------------ May _, 1998
John N. Palmer
- ------------------------------------ May _, 1998
E.B. Robinson, Jr.
- ------------------------------------ May _, 1998
J. Kelley Williams
*By: /S/ MARY NEIL PRICE
- ------------------------------------ May 7, 1998
Mary Neil Price
Attorney in Fact
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EXHIBIT INDEX
INDEX
NUMBER DESCRIPTION
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*4.1 Deposit Guaranty Corp. Stock-Based, Long-Term Incentive Plan.
*4.2 Deposit Guaranty Corp. Form S-8.
*4.3 Deposit Guaranty Corp. Stock-Based, Long-Term Incentive Plan II.
5 Opinion of Counsel, including Counsel's consent concerning
securities registered hereunder.
15 Letter re: unaudited interim financial information.
23.1 Consent of KPMG Peat Marwick LLP, independent auditors.
23.2 Consent of Mary Neil Price (included as part of Exhibit 5).
24 Powers of Attorney.
* Incorporated herein by reference.