-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, cEY1jIL1vPAPHsCZbvizRnGl8rS27dNBUmNKy8otBVVqQApLIaBWk00D19bQ4+d9 hvJMpYOT++o6/4mZOcnx9g== 0000950144-95-000399.txt : 19950515 0000950144-95-000399.hdr.sgml : 19950515 ACCESSION NUMBER: 0000950144-95-000399 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19950214 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST TENNESSEE NATIONAL CORP CENTRAL INDEX KEY: 0000036966 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 620803242 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-57697 FILM NUMBER: 95510998 BUSINESS ADDRESS: STREET 1: 165 MADISON AVE CITY: MEMPHIS STATE: TN ZIP: 38103 BUSINESS PHONE: 9015234444 MAIL ADDRESS: STREET 1: P O BOX 84 CITY: MEMPHIS STATE: TN ZIP: 38101-0084 FORMER COMPANY: FORMER CONFORMED NAME: FIRST TENNESSEE BANKS INC DATE OF NAME CHANGE: 19600201 S-3 1 FIRST TENNESSEE NATIONAL CORP. 1 As filed with the Securities and Exchange Commission on February 14, 1995 Registration No. 33 - ________ ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FIRST TENNESSEE NATIONAL CORPORATION (Exact name of registrant as specified in its charter) TENNESSEE 6021 62-0803242 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification No.) 165 MADISON AVENUE MEMPHIS, TENNESSEE 38103 (901) 523-4444 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) HARRY A. JOHNSON, III EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL FIRST TENNESSEE NATIONAL CORPORATION 165 MADISON AVENUE MEMPHIS, TENNESSEE 38103 (901) 523-5624 (Name, address, including zip code, and telephone number, including area code, of agent for service) With Copies to: CLYDE A. BILLINGS, JR. VICE PRESIDENT AND COUNSEL FIRST TENNESSEE NATIONAL CORPORATION 165 MADISON AVENUE MEMPHIS, TENNESSEE 38103 (901) 523-5679 Approximate date of commencement of proposed sale of the securities to the public: From time to time after this Registration Statement becomes effective and pursuant to the terms of the Registration Rights Agreement dated as of January 3, 1995. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [X].
CALCULATION OF REGISTRATION FEE Title of each Amount to be Proposed maximum Proposed maximum Amount of class of registered offering price aggregate registration fee securities to per unit (1) offering price (1) be registered (1) Common Stock 841,341 $40.38 $33,973,350 $11,715 and Associated Rights
(1) Calculated pursuant to Rule 457(c), based on the average of the high and low prices reported on the Nasdaq Stock Market for Registrant's stock on February 8, 1995. THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. 2 PROSPECTUS FIRST TENNESSEE NATIONAL CORPORATION 841,341 SHARES OF COMMON STOCK This Prospectus relates to 841,341 shares of the common stock, $2.50 par value per share ("Common Stock") and associated rights of First Tennessee National Corporation ("FTNC"). The 841,341 shares of Common Stock and associated rights that are offered for resale hereby are collectively referred to as the "Shares." The Shares may be offered by certain shareholders of FTNC (the "Selling Shareholders") from time to time in transactions in the over-the-counter market, in negotiated transactions or a combination of such methods of sale, at fixed prices which may be changed, at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. The Selling Shareholders may effect such transactions by selling the Shares to or through broker-dealers, and such broker-dealers may receive compensation in the form of discounts, concessions or commissions from the Selling Shareholders and/or the purchasers of the Shares for whom such broker-dealers may act as agents or to whom they sell as principals, or both (which compensation as to a particular broker-dealer might be in excess of customary commissions). The Shares may be sold pursuant either to this Prospectus or pursuant to Rules 145 and 144 promulgated under the Securities Act of 1933, as amended. See "Selling Shareholders" and "Sale of the Shares." The Selling Shareholders listed in the table on page 4 acquired the Shares in connection with the acquisition of Carl I. Brown and Company ("CIB") by First Tennessee Bank National Association, the principal banking subsidiary of FTNC, on January 3, 1995, and the Shares are offered hereby pursuant to a Registration Rights Agreement by and among FTNC and the Selling Shareholders dated as of January 3, 1995. None of the proceeds from the sale of the Shares by the Selling Shareholders will be received by FTNC. FTNC will bear all expenses (other than selling commissions and fees) in connection with the registration and sale of the Shares being offered by the Selling Shareholders. The outstanding shares of Common Stock are included for quotation on the Nasdaq Stock Market. The last reported sale price of FTNC Common Stock on the Nasdaq Stock Market on its National Market on _________ __, 1995 was $______ per share. THE SHARES OF FTNC COMMON STOCK OFFERED HEREBY ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS OF A BANK OR SAVINGS ASSOCIATION AND ARE NOT INSURED BY THE BANK INSURANCE FUND OR THE SAVINGS ASSOCIATION INSURANCE FUND OF THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE HEREIN CONTAINED AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY FTNC OR THE SELLING SHAREHOLDERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF ANY OFFER TO BUY, THE SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE AN OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF FTNC SINCE THE DATE HEREOF. ---------------------------------- THE DATE OF THIS PROSPECTUS IS ___________, 1995 3 AVAILABLE INFORMATION FTNC is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files reports, proxy statements and other information with the Securities and Exchange Commission (the "SEC"). Copies of such reports, proxy statements and other information can be obtained, upon payment of prescribed fees, from the SEC at 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549. In addition, such reports, proxy statements and other information can be inspected at the SEC's facilities referred to above and at the SEC's Regional Offices at 7 World Trade Center, Suite 1300, New York, New York 10048 and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. The FTNC Common Stock is included for quotation on the Nasdaq Stock Market and such reports, proxy statements and other information concerning FTNC should be available for inspection and copying at the offices of the National Association of Securities Dealers, Inc., 1735 K Street, N.W., Washington, D.C. 20006. This Prospectus is part of a Registration Statement filed and effective under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the shares of Common Stock and associated rights to be issued. This Prospectus does not contain all the information set forth in the Registration Statement. Such additional information may be obtained from the SEC's principal office in Washington, D.C. Statements contained in this Prospectus or in any document incorporated by reference in this Prospectus as to the contents of any contract or other document referred to herein or therein are not necessarily complete, and in each instance reference is made to the copy of such contract or other document filed as an exhibit to the Registration Statement or such other document, each such statement being qualified in all respects by such reference. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents filed with the SEC are hereby incorporated by reference in this Prospectus and made a part hereof: (a) FTNC's Current Report on Form 8-K filed October 18, 1993; (b) FTNC's Annual Report on Form 10-K for the year ended December 31, 1993 and its Forms 10-K/A filed April 27 and June 29, 1994, amending its Form 10-K; (c) FTNC's Quarterly Reports on Form 10-Q for the quarters ended March 31, June 30, and September 30, 1994 and its Form 10-Q/A filed August 19, 1994 amending its Form 10-Q for the quarter ended March 31, 1994. (d) FTNC's proxy statement dated March 14, 1994, exclusive of the Board Compensation Committee Report and the Total Shareholder Return Performance Graph on pages 11-16 thereof; (e) the description of FTNC Common Stock contained in FTNC's registration statement on Form 10, filed April 14, 1970, pursuant to Section 12 of the Exchange Act (and any amendments or reports filed for the purpose of updating the description); (f) the description of FTNC's rights to purchase participating preferred stock included in FTNC's registration statement on Form 8-A, filed September 8, 1989, pursuant to which FTNC registered the Shareholder Protection Rights under the Exchange Act; and All documents filed by FTNC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus and prior to the termination of the offering registered hereby shall be deemed to be incorporated by reference in this Prospectus and to be a part hereof from the date of filing of such documents. Any statement contained herein or in a document incorporated or deemed to be incorporated herein by reference will be deemed to be modified or superseded for the purpose of this Prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is, or is deemed to be, incorporated herein by reference modifies or supersedes such statement. Any such statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. FTNC HEREBY UNDERTAKES TO PROVIDE WITHOUT CHARGE TO EACH PERSON TO WHOM A COPY OF THIS PROSPECTUS HAS BEEN DELIVERED, ON THE WRITTEN OR ORAL REQUEST OF ANY SUCH PERSON, A COPY OF ANY OR ALL OF THE DOCUMENTS REFERRED TO ABOVE WHICH HAVE BEEN OR MAY BE INCORPORATED BY REFERENCE IN THIS PROSPECTUS, OTHER THAN EXHIBITS TO SUCH DOCUMENTS UNLESS THE EXHIBITS HAVE BEEN SPECIFICALLY INCORPORATED BY REFERENCE. REQUESTS FOR SUCH COPIES SHOULD BE DIRECTED TO THE TREASURER, FIRST TENNESSEE NATIONAL CORPORATION, P.O. BOX 84, MEMPHIS, TENNESSEE 38101, TELEPHONE NUMBER (901) 523-5630. 2 4 FTNC FTNC is a regional bank holding company incorporated under the laws of Tennessee, which, through First Tennessee Bank National Association, Memphis, Tennessee ("FTB") and its other banking and banking-related subsidiaries, provides a broad range of financial services. FTNC was incorporated in Tennessee in 1968. At September 30, 1994, FTNC had consolidated total assets of approximately $10.4 billion, consolidated total deposits of approximately $7.6 billion and equity capital of approximately $752.0 million. At September 30, 1994, FTNC ranked 58th among bank holding companies in the United States and first among bank holding companies headquartered in Tennessee in terms of total assets. FTNC coordinates the financial resources of the consolidated enterprise and maintains systems of financial, operational and administrative control that allow coordination of selected policies and activities. FTNC operates principally through FTB, which was chartered as a national banking association in 1864. As of December 31, 1993, FTB was the largest commercial bank headquartered in Tennessee both in terms of total assets and deposits. At September 30, 1994, FTB had total assets of approximately $10.0 billion, total deposits of approximately $7.1 billion and equity capital of approximately $658.9 million. FTB conducts a broad range of retail banking and fiduciary services and had 212 banking locations at September 30, 1994. FTB also offers a comprehensive range of financial services, including bond broker/ agency services, mortgage banking and check clearing, to companies nationally. Bond broker/agency services provided by FTB consist primarily of the sale of bank-eligible securities to other financial institutions. Subsidiaries of FTNC and FTB are engaged primarily in providing mortgage banking, integrated check processing solutions, discount brokerage, equipment finance, venture capital, investment management and credit life insurance. The principal executive offices of FTNC are located at 165 Madison Avenue, Memphis, Tennessee 38103, and its telephone number is (901) 523-4444. Additional information about FTNC and its subsidiaries is included in documents incorporated by reference in this Prospectus. See "Incorporation of Certain Documents by Reference." 3 5 SELLING SHAREHOLDERS The following table shows the name of each Selling Shareholder and the number of Shares being offered by each. After completion of the offering, assuming all of the Shares being offered are sold, the Selling Shareholders will not own any shares of Common Stock. Common Stock Beneficially Owned
Selling Shareholder Prior to Offered Upon Completion Percentage Owned ------------------- Offering Hereby of the Offering Upon Completion of -------- ------ -------- Offering -------- Brown Family Limited 143,504 Partnership No. 1 Brown Family Limited 93,048 Partnership No. 2 Brown Family Limited 93,048 Partnership No. 3 Brown Family Limited 93,048 Partnership No. 4 Brown Family Limited 142,345 Partnership No. 5 Brown Family Limited 92,116 Partnership No. 6 Brown Family Limited 92,116 Partnership No. 7 Brown Family Limited 92,116 Partnership No. 8
FTNC has agreed to bear all expenses (other than selling commissions and fees) in connection with the registration and sale of the Shares being offered by the Selling Shareholders in over-the-counter market transactions or in negotiated transactions. See "Sale of the Shares." FTNC has filed with the Commission a Registration Statement on Form S-3 under the Securities Act with respect to the resale of the Shares from time to time in the over-the-counter market or in negotiated transactions and has agreed to prepare and file such amendments and supplements to the Registration Statement as may be necessary to keep the Registration Statement effective until the earliest of (i) January 3, 1997, (ii) the completion of two offerings under the Registration Statement, or (iii) the date as of which fewer than 10% of the initial number of Shares are held by the Selling Shareholders. This Prospectus forms a part of such Registration Statement. SALE OF THE SHARES The sale of the Shares by the Selling Shareholders may be effected from time to time in transactions in the over-the-counter market, in negotiated transactions or through a combination of such methods of sale, at fixed 4 6 prices, which may be changed, at market prices prevailing at the time of the sale, at prices related to such prevailing market prices or at negotiated prices. The Selling Shareholders may effect such transactions by selling the Shares to or through broker- dealers, and such broker-dealers may receive compensation in the form of discounts, concessions or commissions from the Selling Shareholders and/or the purchasers of the Shares for which such broker-dealers may act as agents or to whom they sell as principals, or both (which compensation as to a particular broker-dealer may be in excess of customary compensation). The Shares may be sold either pursuant to this Prospectus or pursuant to Rules 145 and 144 promulgated under the Securities Act of 1933, as amended. The Selling Shareholders and any broker-dealers who act in connection with the sale of the Shares hereunder may be deemed to be "underwriters" within the meaning of Section 2(11) of the Securities Act, and any commissions received by them and profit on any resale of the Shares as principals might be deemed to be underwriting discounts and commissions under the Securities Act. DESCRIPTION OF FTNC CAPITAL STOCK The following summaries of certain provisions of the Restated Charter, as amended (the "Charter"), and Bylaws, as amended, of FTNC, the Rights Plan (defined below) and the Indenture (defined below) do not purport to be complete, are qualified in their entirety by reference to such instruments, each of which is an exhibit to the Registration Statement of which this Prospectus is a part, and are subject, in all respects, to applicable Tennessee law. AUTHORIZED CAPITAL STOCK The authorized capital stock of FTNC currently consists of 5,000,000 shares of Preferred Stock, without par value ("Preferred Stock"), which may be issued from time to time by resolution of the FTNC Board and 100,000,000 shares of FTNC Common Stock. As of September 30, 1994, there were 32,202,722 shares of FTNC Common Stock and no shares of Preferred Stock outstanding. Also, approximately 3.3 million shares of FTNC Common Stock are reserved for issuance under various employee stock plans and FTNC's dividend reinvestment plan, approximately 2.7 million shares are reserved for issuance in connection with pending acquisitions, the FTNC Board of Directors authorized the repurchase of approximately 0.5 million shares of FTNC Common Stock in connection with one of the acquisitions, and 322,027 shares of Preferred Stock are reserved for issuance under the Rights Plan (as defined herein). Also, FTNC has filed a shelf registration statement with the SEC pursuant to which it may offer from time to time senior or subordinated debt securities, preferred stock, including depository shares, and FTNC Common Stock at an aggregate initial offering price not to exceed $300 million. PREFERRED STOCK The FTNC Board is authorized, without further action by the shareholders, to provide for the issuance of up to 5,000,000 shares of Preferred Stock, without par value, from time to time in one or more series and, with respect to each such series, has the authority to fix the powers (including voting power), designations, preferences and relative, participating, optional or other special rights and the qualifications, limitations or restrictions thereof. Currently, no shares of Preferred Stock are outstanding. FTNC COMMON STOCK The FTNC Board is authorized to issue a maximum of 100,000,000 shares of Common Stock, $2.50 par value per share. The holders of the FTNC Common Stock are entitled to receive such dividends as may be declared by the FTNC Board from funds legally available therefor. The holders of the outstanding shares of FTNC Common Stock are entitled to one vote for each such share on all matters presented to shareholders and are not entitled to cumulate votes for the election of directors. Upon any dissolution, liquidation or winding up of FTNC resulting in a distribution of assets to the shareholders, the holders of FTNC Common Stock are entitled to receive such 5 7 assets ratably according to their respective holdings after payment of all liabilities and obligations and satisfaction of the liquidation preferences of any shares of Preferred Stock at the time outstanding. The shares of FTNC Common Stock have no preemptive, redemption, subscription or conversion rights. The shares of FTNC Common Stock will be, when issued in accordance with the Merger Agreement, fully paid and nonassessable. Under FTNC's Charter, the FTNC Board is authorized to issue authorized shares of FTNC Common Stock without further action by FTNC's shareholders. However, the FTNC Common Stock is traded in the over-the-counter market and is quoted on the Nasdaq Stock Market's National Market, which requires shareholder approval of the issuance of additional shares of FTNC Common Stock in certain situations. The Transfer Agent for the Common Stock is Norwest Bank Minnesota, National Association. The FTNC Board is divided into three classes, which results in approximately 1/3 of the directors being elected each year. In addition, the Charter and the Bylaws, among other things, generally give to the FTNC Board the authority to fix the number of directors on the FTNC Board and to remove directors from and fill vacancies on the FTNC Board, other than removal for cause and the filling of vacancies created thereby which are reserved to shareholders exercising at least a majority of the voting power of all outstanding voting stock of FTNC. To change these provisions of the Bylaws, other than by action of the FTNC Board, and to amend these provisions of the Charter or to adopt any provision of the Charter inconsistent with such Bylaw provisions, would require approval by the holders of at least 80% of the voting power of all outstanding voting stock. Such classification of the FTNC Board and such other provisions of the Charter and the Bylaws may have a significant effect on the ability of the shareholders of FTNC to change the composition of an incumbent FTNC Board or to benefit from certain transactions which are opposed by the FTNC Board. SHAREHOLDER PROTECTION RIGHTS PLAN Each share of FTNC Common Stock has attached to it one right (a "Right") issued pursuant to a Shareholder Protection Rights Agreement dated as of September 7, 1989 (the "Rights Plan"). Each Right entitles its holder to purchase 1/100th of a share of Participating Preferred Stock, without par value, for $76.67 (the "Exercise Price"), subject to adjustment, upon the business day following the earlier of (i) the 10th day after commencement of a tender or exchange offer which, if consummated, would result in a person's becoming the beneficial owner of 10% or more of the outstanding shares of FTNC Common Stock (an "Acquiring Person") and (ii) the first date (the "Flip-in Date") of public announcement that a person has become an Acquiring Person. The Rights will expire on the earliest of (i) the Exchange Time (defined below), (ii) September 18, 1999 and (iii) the date on which the Rights are redeemed as described below. The FTNC Board may, at its option, at any time prior to the Flip-in Date, redeem all the Rights at a price of $.01 per Right. If a Flip-in Date occurs, each Right (other than Rights beneficially owned by the Acquiring Person or its affiliates, associates or transferees, which Rights will become void), to the extent permitted by applicable law, will constitute the right to purchase shares of FTNC Common Stock or Participating Preferred Stock having an aggregate market price equal to twice the Exercise Price for an amount in cash equal to the then-current Exercise Price. In addition, the FTNC Board may, at its option, at any time after a Flip-in Date and prior to the time that an Acquiring Person becomes the beneficial owner of more than 50% of the outstanding shares of FTNC Common Stock, elect to exchange the Rights (other than Rights beneficially owned by the Acquiring Person) for shares of FTNC Common Stock at an exchange ratio of one share of FTNC Common Stock per Right (the "Exchange Time"). FTNC may not agree to be acquired by an Acquiring Person without providing that each Right, upon such acquisition, will constitute the right to purchase common stock of the Acquiring Person having an aggregate market price equal to twice the Exercise Price for an amount in cash equal to the then-current Exercise Price. 6 8 The Rights will not prevent a takeover of FTNC. The Rights, however, may have certain anti-takeover effects. The Rights may cause substantial dilution to a person or group that acquires 10% or more of the outstanding FTNC Common Stock unless the Rights are first redeemed by the FTNC Board. SUBORDINATED CAPITAL NOTES DUE 1999 On June 10, 1987, FTNC issued $75,000,000 principal amount of 10 3/8% Subordinated Capital Notes Due 1999 (the "Capital Notes"). The Capital Notes currently constitute Tier 2 capital under the Federal Reserve Board's risk-based capital guidelines. Pursuant to the Indenture, dated as of June 1, 1987 (the "Indenture"), between FTNC and BankAmerica National Trust Company, formerly Security Pacific National Trust Company (New York), Trustee, at maturity the Capital Notes are required to be exchanged for Common Stock, Preferred Stock or certain other eligible capital securities to be issued by FTNC ("Capital Securities") having a market value equal to the principal amount of the Capital Notes, except to the extent that FTNC, at its option, shall elect to pay in cash such principal amount from amounts representing proceeds of other issuances of Capital Securities designated for such use. USE OF PROCEEDS None of the proceeds from the sale of the Shares by the Selling Shareholders will be received by FTNC. LEGAL MATTERS A legal opinion to the effect that the Shares and associated Rights offered hereby, when sold, will be validly issued, fully paid and nonassessable, has been rendered by Clyde A. Billings, Jr., Vice President and Counsel, FTNC. Mr. Billings beneficially owns approximately 10,400 shares of FTNC Common Stock. EXPERTS The consolidated financial statements of FTNC and its subsidiaries incorporated by reference in FTNC's Annual Report on Form 10-K for the year ended December 31, 1993 have been audited by Arthur Andersen LLP, independent public accountants, as set forth in their report thereon dated January 18, 1994, included therein and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance on such report given upon the authority of such firm as experts in accounting and auditing. With respect to the 1991 financial statements of Home Financial Corporation, a company acquired by FTNC during 1992 in a transaction accounted for as a pooling of interests, Arthur Andersen LLP relied upon the report of Baylor and Backus, independent accountants, whose report dated February 21, 1992, except with respect to the information discussed in Note 27, as to which the date is October 21, 1992, was incorporated by reference in FTNC's Form 10-K for 1993 and is incorporated herein by reference. 7 9 PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 14. Other Expenses of Issuance and Distribution. Registration fee to the SEC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $11,715 Printing expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,000 Accounting fees and expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,000 Legal fees and expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 Miscellaneous expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 285 ---- Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $19,000 =======
All fees and expenses are estimates except for the registration fee to the SEC. Item 15. Indemnification of Directors and Officers Tennessee Code Annotated Sections 48-18-501 through 48-18-509 authorize a corporation to provide for the indemnification of officers, directors, employees and agents in terms sufficiently broad to permit indemnification under certain circumstances for liabilities (including reimbursement for expenses incurred) arising under the Securities Act of 1933, as amended. FTNC has adopted the provisions of the Tennessee statute pursuant to Article XXVIII of its Bylaws. Also, FTNC has a "Directors' and Officers' Liability Insurance Policy" which provides coverage sufficiently broad to permit indemnification under certain circumstances for liabilities (including reimbursement for expenses incurred) arising under the Securities Act of 1933, as amended. Tennessee Code Annotated, Section 48-12-102, permits the inclusion in the charter of a Tennessee corporation of a provision, with certain exceptions, eliminating the personal monetary liability of directors to the corporation or its shareholders for breach of the duty of care. FTNC has adopted the provisions of the statute in Article 13 of its charter. The shareholders of FTNC have approved an amendment to Article XXVIII of the Bylaws pursuant to which FTNC is required to indemnify each director and any officers designated by the FTNC Board, and advance expenses, to the maximum extent not prohibited by law. In accordance with the foregoing, the FTNC Board is authorized to enter into individual indemnity agreements with the directors and such officers. Such indemnity agreements have been approved for all of the directors and certain officers. Item 16. Exhibits Exhibits Number Description 4(a) Restated Charter, as amended, of the Registrant (incorporated by reference to Exhibit 3(i) to FTNC's Registration Statement on Form S-4 (No. 33-53331) filed April 28, 1994) 4(b) Bylaws, as amended, of the Registrant (incorporated by reference to Exhibit 3(ii) to FTNC's Quarterly Report on Form 10-Q for the quarter ended September 30, 1994) 4(c) Form of Common Stock Certificate, incorporated by reference to Exhibit 4(a) to FTNC's registration statement on Form S-4 (No. 33-51223), filed November 30, 1993 II-1 10 4(d) Shareholder Protection Rights Agreement, dated as of September 7, 1989, between FTNC and FTB as Rights Agent, incorporated by reference to FTNC's Registration Statement on Form 8-A, filed September 8, 1989 4(e) Indenture, dated as of June 1, 1987, between FTNC and Security Pacific National Trust Company (New York), Trustee incorporated by reference to FTNC's Annual Report on Form 10-K for the fiscal year ended December 31, 1991 4(f) FTNC and certain of its consolidated subsidiaries have outstanding certain long-term debt. See Note 13 in FTNC's 1993 Annual Report to Shareholders. None of such debt exceeds 10% of the total assets of FTNC and its consolidated subsidiaries. Thus, copies of constituent instruments defining the rights of holders of such debt are not required to be included as exhibits. FTNC agrees to furnish copies of such instruments to the SEC upon request. 5 Opinion Regarding Legality 23(a) Consent of Arthur Andersen LLP 23(b) Consent of Baylor and Backus 23(c) Consent of Clyde A. Billings, Jr. included in Exhibit 5 24 Powers of Attorney 99 Registration Rights Agreement dated as of January 3, 1995 by and among First Tennessee National Corporation and the Selling Shareholders Item 17. Undertakings (a) The undersigned Registrant hereby undertakes: (1) to file, during any period in which offers or sales of the securities 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 any facts or events arising after the effective date (or most recent post-effective amendment) 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 or any material change to such information set forth in the Registration Statement. Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3, Form S-8, and the information required [or] to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed 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. II-2 11 (2) that, for the purpose of determining any liability under the Securities Act of 1933, each 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) 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 for 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. (c) 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 therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. II-3 12 SIGNATURES Pursuant to the requirement 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-3 and has duly caused its Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Memphis, State of Tennessee, on February 14, 1995. FIRST TENNESSEE NATIONAL CORPORATION By: James F. Keen --------------------------------------------------------- James F. Keen, Senior Vice President and Controller Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- Ralph Horn* Chief Executive Officer February 14, 1995 - ----------------------------------- Ralph Horn (principal executive officer) and a Director Elbert L. Thomas, Jr. Senior Vice President and February 14, 1995 - ---------------------------------- Elbert L. Thomas, Jr. Chief Financial Officer (principal financial officer) James F. Keen* Senior Vice President and February 14, 1995 - ---------------------------------- James F. Keen Controller (principal accounting officer) Jack A. Belz* Director February 14, 1995 - ---------------------------------- Jack A. Belz Robert C. Blattberg* Director February 14, 1995 - ---------------------------------- Robert C. Blattberg J. R. Hyde, III* Director February 14, 1995 - ---------------------------------- J. R. Hyde, III R. Brad Martin* Director February 14, 1995 - ---------------------------------- R. Brad Martin Joseph Orgill, III* Director February 14, 1995 - ---------------------------------- Joseph Orgill, III Richard E. Ray* Director February 14, 1995 - ---------------------------------- Richard E. Ray Vicki G. Roman* Director February 14, 1995 - ---------------------------------- Vicki G. Roman
II-4 13 Michael D. Rose* Director February 14, 1995 - ---------------------------------- Michael D. Rose Willaim B. Sansom* Director February 14, 1995 - ---------------------------------- William B. Sansom Gordon P. Street* Director February 14, 1995 - ---------------------------------- Gordon P. Street Ronald Terry* Director February 14, 1995 - ---------------------------------- Ronald Terry By: Clyde A. Billings, Jr. February 14, 1995 --------------------------------- Clyde A. Billings, Jr. *As Attorney-in-Fact
[The Power of Attorney is included herein as Exhibit 24.] II-5 14 Exhibit Table -------------
Exhibit Number - -------------- Description ----------- 4(a) Restated Charter of FTNC, as amended, attached as Exhibit 3(i) to FTNC's registration statement on Form S-4 (N0. 33-53331) filed April 28, 1994, and incorporated herein by reference. 4(b) Bylaws of FTNC, as amended, attached as Exhibit 3(ii) to FTNC's Quarterly Report on Form 10-Q for the quarter ended September 30, 1994 and incorporated herein by reference. 4(c) Form of Common Stock Certificate, incorporated herein by reference to exhibit 4(a) to FTNC's registration statement on Form S-4 (No. 33-51223) filed November 30, 1993. 4(d) Shareholder Protection Rights Agreement, dated as of September 7, 1989, between FTNC and FTB as Rights Agent, incorporated by reference to FTNC's Registration Statement on Form 8-A, filed September 8, 1989. 4(e) Indenture, dated as of June 1, 1987, between FTNC and Security Pacific National Trust Company (New York), Trustee incorporated by reference to FTNC's Annual Report on Form 10-K for the fiscal year ended December 31, 1991. 4(f) FTNC and certain of its consolidated subsidiaries have outstanding certain long-term debt. See Note 13 in FTNC's 1993 Annual Report to Shareholders. None of such debt exceeds 10% of the total assets of FTNC and its consolidated subsidiaries. Thus, copies of constituent instruments defining the rights of holders of such debt are not required to be included as exhibits. FTNC agrees to furnish copies of such instruments to the SEC upon request. 5 Opinion Regarding Legality 23(a) Consent of Arthur Andersen LLP 23(b) Consent of Baylor and Backus 23(c) Consent of Clyde A. Billings, Jr. included in Exhibit 5 24 Powers of Attorney 99 Registration Rights Agreement dated as of January 3, 1995 by and among FTNC and the selling shareholders
EX-5 2 OPINION REGARDING LEGALITY 1 Exhibit 5 --------- Clyde A. Billings, Jr. Vice President and Counsel FIRST TENNESSEE NATIONAL CORPORATION P. O. Box 84 Memphis, Tennessee 38101 (901) 523-5679 Cable Firbank February 13, 1995 Board of Directors First Tennessee National Corporation 165 Madison Avenue Memphis, TN 38103 Gentlemen: I have acted as counsel to First Tennessee National Corporation, a Tennessee corporation (the"Company"), in connection with the registration on Form S-3, Registration Statement (the "Registration Statement") under the Securities Act of 1933, as amended (the "Act"), of 841,341 shares (the "Securities") of Common Stock, par value $2.50 per share, of the Company and associated stock purchase rights (the "Rights") to be issued pursuant to the Shareholder Protection Rights Agreement dated as of September 7, 1989 (the "Rights Agreement") between the Company and First Tennessee Bank National Association ("FTB"), as Rights Agent (the "Rights Agent"). The Securities are to be sold by certain shareholders (the "Selling Shareholders") from time to time pursuant to that certain Registration Rights Agreement by and among the Company and the Selling Shareholders dated as of January 3, 1995, and as described in the Registration Statement. The Securities were issued to the Selling Shareholders in exchange for shares of common stock of Carl I. Brown and Company ("CIB") pursuant to the terms of the Agreement and Plan of Merger dated as of September 6, 1994, by and among the Company, FTB and CIB. I have examined the originals or copies, certified or otherwise identified to my satisfaction, of such corporate records, certificates and other documents, and such questions of law, as I have considered necessary or appropriate the purposes of this opinion. Upon the basis of such examination, it is my opinion that: 1. The Securities have been duly issued pursuant to the terms of the Agreement and are validly issued, fully paid and non-assessable. 2. The Rights attributable to the Securities are validly issued. In connection with my opinion set forth in paragraph (2) above, I note that the question whether the Board of Directors of the Company might be required to redeem the Rights at some future time will depend upon the facts and circumstances existing at that time and, accordingly, is beyond the scope of such opinion. The foregoing opinion is limited to the federal laws of the United States and the law of the State of Tennessee, and I am expressing no opinion as to the effect of the laws of any other jurisdiction. In rendering the foregoing opinion, I have relied to the extent I deem such reliance appropriate as to certain matters on statements, representations and other information obtained from public officials, officers of the Company and other sources believed by me to be responsible. 2 I hereby consent to the filing of this opinion as a exhibit to the Registration Statement, and to the reference to me in the Prospectus that is a part of the Registration Statement. In giving such consent, I do not thereby admit that I am in the category of persons whose consent is required under Section 7 of the Act. Very truly yours, Clyde A. Billings, Jr. Clyde A. Billings, Jr. EX-23.(A) 3 CONSENT OF ARTHUR ANDERSON LLP. 1 Exhibit 23(a) CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement on Form S-3 of our report dated January 18, 1994, incorporated by reference in First Tennessee National Corporation's Form 10-K for the year ended December 31, 1993, and to all references to our firm included in this registration statement. Arthur Andersen LLP Memphis, Tennessee February 13, 1995 EX-23.(B) 4 CONSENT OF BAYLOR AND BACKUS 1 Exhibit 23(b) BAYLOR AND BACKUS CERTIFIED PUBLIC ACCOUNTANTS 2112 NORTH ROAN STREET FIRST TENNESSEE BUILDING, SUITE 801 P. O. BOX 1736 JOHNSON CITY, TN 37605 TELEPHONE 615 282-9000 Consent of Independent Public Accountants As independent public accountants, we hereby consent to the incorporation by reference in this registration statement on Form S-3 of our report for the years ended December 31, 1991 and 1990 dated February 21, 1992, except with respect to the information discussed in Note 27, as to which the date is October 21, 1992, incorporated by reference in First Tennessee National Corporation's Form 10-K for the year ended December 31, 1993, and to all references to our firm included in this registration statement. Baylor and Backus Baylor and Backus Certified Public Accountants Johnson City, Tennessee February 13, 1995 EX-24 5 POWER OF ATTORNEY 1 Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint SUSAN SCHMIDT BIES, JAMES F. KEEN, CLYDE A. BILLINGS, JR., and TERESA A. FEHRMAN jointly and each of them severally, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to execute and sign the Registration Statement on Form S-3 to be filed with the Securities and Exchange Commission, pursuant to the provisions of the Securities Act of 1933, by First Tennessee National Corporation ("Corporation") relating to the sale of its Common Stock, par value $2.50 per share, pursuant to the Registration Rights Agreement dated January 3, 1995, by and between the Corporation and certain shareholders of Carl I. Brown and Company ("CIB"), which was entered into pursuant to the Agreement and Plan of Merger dated as of September 6, 1994, by and among the Corporation, First Tennessee Bank National Association, and CIB and, further, to execute and sign any and all pre-effective and post-effective amendments thereto and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, or their or his or her substitute or substitutes, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all the acts that said attorneys-in-fact and agents, or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereto.
SIGNATURE TITLE DATE - --------- ----- ---- Ralph Horn Chief Executive Officer January 31, 1995 - -------------------------- Ralph Horn (principal executive officer) and a Director Susan Schmidt Bies Executive Vice President January 31, 1995 - -------------------------- Susan Schmidt Bies and Chief Financial Officer (principal financial officer) James F. Keen Senior Vice President and January 31, 1995 - ----------------- James F. Keen Controller (principal accounting officer) Jack A. Belz Director January 31, 1995 - -------------------------- Jack A. Belz Robert C. Blattberg Director January 31, 1995 - -------------------------- Robert C. Blattberg J. R. Hyde, II Director January 31, 1995 - ----------------- J. R. Hyde, II R. Brad Martin Director January 31, 1995 - ----------------- R. Brad Martin Joseph Orgill, III Director January 31, 1995 - -------------------------- Joseph Orgill, III
1 of 2 2 Richard E. Ray Director January 31, 1995 - ----------------- Richard E. Ray Vicki G. Roman Director January 31, 1995 - ----------------- Vicki G. Roman Michael D. Rose Director January 31, 1995 - ----------------- Michael D. Rose William B. Sansom Director January 31, 1995 - -------------------------- William B. Sansom Gordon P. Street, Jr. Director January 31, 1995 - ------------------------ Gordon P. Street, Jr. Ronald Terry Director January 31, 1995 - -------------------- Ronald Terry
Page 2 of 2 EX-99 6 REGISTRATION RIGHTS AMENDMENT 1 Exhibit 99 ================================================================================ REGISTRATION RIGHTS AGREEMENT ================================================================================ REGISTRATION RIGHTS AGREEMENT, dated as of January 3, 1995 (this "Agreement"), by and among FIRST TENNESSEE NATIONAL CORPORATION ("FTNC"), and the persons listed on the signature page hereto ("Shareholders"). RECITALS OF FACT This Agreement is being entered into pursuant to the Agreement and Plan of Merger, between FTNC, First Tennessee Bank National Association and Carl I. Brown and Company ("Mortgage Bank") as amended (the "Merger Agreement"). As a condition to the closing of the merger of First Tennessee Interim Corporation with and into Mortgage Bank pursuant to the Merger Agreement, FTNC has agreed to provide registration rights with respect to the shares of common stock, par value $2.50 per share (the "Stock"), of FTNC to be issued to Shareholders as consideration pursuant to the Merger Agreement, as set forth in this Agreement. NOW, THEREFORE, in consideration of the premises, and of the mutual covenants, representations, warranties and agreements herein contained, the parties hereto agree as follows: 1. Certain Definitions. As used in this Agreement, the following terms shall have the following respective meanings: (a) "Affiliate," with respect to any person, shall mean any person controlling, controlled by or under common control with such person. (b) [Intentionally left blank] (c) "Closing Date" shall mean the Closing Date specified in the Merger Agreement. (d) "Commission" shall mean the Securities and Exchange Commission created under the Exchange Act, or, if at any time after the execution of this Agreement such Commission is not existing and performing the duties now assigned to it under the Exchange Act or the Securities Act, whichever is the relevant statute for the particular purpose, then "Commission" shall mean the body performing such duties at such time. (e) "Exchange Act" shall mean the Securities Exchange Act of 1934, or any successor thereto, and the rules and regulations promulgated thereunder, all as the same shall be amended from time to time. 2 (f) "Offering" shall mean the offering or sale of shares of Stock by one or more Shareholders pursuant to the Registration Statement in accordance with the intended methods and timing of disposition by Shareholders as set forth in the Registration Statement. (g) The term "person" shall mean an individual, corporation, association, partnership, joint venture, trust, unincorporated organization, government or political subdivision thereof or governmental agency. (h) "Securities Act" shall mean the Securities Act of 1933, or any successor thereto, and the rules, regulations and forms promulgated thereunder, all as the same shall be amended from time to time (i) "Selling Shareholder" shall mean a Shareholder selling shares of Stock in an Offering. 2. Registration Under the Securities Act. As soon as practicable after the Closing Date, FTNC shall file a "shelf" registration statement (the "Registration Statement") providing for the sale by Shareholders (individually or collectively) of the Stock, pursuant to Rule 415 of the Commission under the Securities Act, and/or any similar rule that may be adopted by the Commission, with respect to all of the Stock. FTNC agrees to use its best efforts to cause the Registration Statement to be effective on or about the first day a person who is an "affiliate" (for purposes of Rule 145 under the Securities Act) could sell Stock without disqualifying the Merger for pooling-of-interests accounting treatment, which in general is the period ending at the time of publication of financial results covering at least thirty (30) days of combined operations of FTNC and Carl I. Brown and Company within the meaning of Section 201-01 of the Commission's Codification of Financial Reporting Policies and to keep such Registration Statement continuously effective until the earliest of (i) two (2) years from the date of the closing of the transaction by which the Stock is issued to the Selling Shareholders, (ii) the completion of two (2) Offerings under the Registration Statement, or (iii) the date as of which fewer than ten percent (10%) of the initial number of shares of the Stock is held by Shareholders; provided, however, (a) FTNC will not be required to file such registration statement for a period of time (not to exceed ninety days) when (i) FTNC has determined to proceed with a public offering of its securities and, in the judgment of the managing underwriter thereof delivered in writing to FTNC, such filing would have a materially adverse effect on such offering, or (ii) FTNC is in possession of material information that it deems advisable not to disclose in a registration statement or (iii) FTNC is engaged in any program for the purchase of shares of FTNC Common Stock, unless such repurchase program and the registration may proceed concurrently pursuant to an exemption under Rule 10b-6 promulgated under the Exchange Act. 3. Procedures for Offering. (a) At any time after the Registration Statement is declared effective by the Commission, upon not less than ten (10) business days' prior written notice ("Notice") L. Gregory Brown as the representative of the Shareholders - 2 - 3 ("Shareholders' Representative") or any duly appointed successors may notify FTNC in writing of the intent of one or more Shareholders to participate as Selling Shareholders in an Offering to be completed within thirty (30) days following the date that any supplements to the Registration Statement and Prospectus are made or amendments to the Registration Statement are declared effective and the Offering commences (the "Offering Period"). In addition, in the event the market value of the Stock to be sold in the Offering exceeds $20 million, the Offering shall be underwritten by an investment banking firm acceptable to FTNC. No Offering shall be for fewer than one percent (1%) of the then outstanding shares of FTNC's common stock, par value $2.50 per share ("FTNC Common Stock") or if the remaining total number of shares of Stock is less than one percent (1%) of the then outstanding number of shares of FTNC Common Stock, all of the remaining shares of Stock. (b) Each notice delivered to FTNC pursuant to Section 3(a) hereto shall specify the number of shares of Stock intended to be offered and sold by the Selling Shareholder(s), shall express the present intent of such Selling Shareholder(s) to offer such shares for sale, shall describe the nature or method of the proposed offering, including whether such Offering shall be underwritten and naming the underwriter(s) if known, and shall contain an undertaking of the Selling Shareholder(s) to provide all information and materials and take all other action as may be required in order to permit FTNC to comply with all applicable requirements of the Commission. (c) At any time after receipt of written notice of a proposed Offering and prior to the end of the Offering Period, FTNC may by notice (a "Blackout Notice") to the Selling Shareholders, and any underwriters, postpone completion of the Offering (i) for a period of up to ninety (90) days in connection with any matter referred to in Section 4(d)(v)(B), (C) and (D) (the "Blackout Period"); or (ii) for such shorter period as is reasonably necessary to take any action required as a result of an event referred to in Section 4(d)(ii), (iii), (iv) or (v)(A). Unless FTNC delivers a Blackout Notice as provided above, in the event that an Offering shall not be completed within the respective Offering Period, FTNC shall be under no further obligation to effect such Offering hereunder. FTNC shall not exercise its option to impose a Blackout Period on the Selling Shareholders under this Section 3(c) if FTNC does not also exercise its option to impose a blackout period on all other shareholders of FTNC who are parties to a registration rights agreement having provisions comparable to those contained in this Section 3(c) and who have notified FTNC of an intent to participate as selling shareholders in an offering as provided in such other shareholders' registration rights agreement with FTNC to be conducted during a period which is during a Blackout Period imposed by FTNC on the Selling Shareholders. (d) If FTNC shall provide the Selling Shareholders with a Blackout Notice during any Offering Period, at such time as the events or circumstances which necessitated the Blackout Notice cease to exist, FTNC shall notify the Selling Shareholder(s) of such fact. - 3 - 4 (e) The Selling Shareholder(s) hereby agree to notify FTNC if the number of shares of Stock intended to be offered pursuant to an Offering are sold prior to the end of the respective Offering Period which notice shall terminate the Offering Period. (f) Following delivery of a Blackout Notice during the period completion of the Offering is postponed, prior to offering or selling shares of the Stock under Rule 145 of the Securities Act, a Selling Shareholder shall obtain advice of counsel that such sale will not be in violation of the federal securities laws. 4. Registration Procedures. In connection with FTNC's obligations pursuant to Sections 2 and 3 hereof, FTNC shall: (a) prepare and file with the Commission the Registration Statement on Form S-3 (or any other form for which FTNC is eligible and which will permit distribution of the Stock in the manner contemplated hereby) and use its best efforts to cause the Registration Statement to become effective as soon as practicable thereafter; (b) prepare and file with the Commission such amendments and supplements to the Registration Statement or statements hereunder and the prospectus used in connection therewith as may be necessary to maintain the effectiveness of the Registration Statement for the applicable period specified in Section 2 hereof, and comply with the provisions of the Securities Act with respect to each offering made during such applicable period; (c) provide the Selling Shareholders and any underwriters to be included in the Registration Statement hereunder (which term, for purposes of this Agreement, shall include a person deemed to be an underwriter within the meaning of Section 2(11) of the Securities Act) of the securities being sold and counsel for such underwriters the opportunity to participate in the preparation of the Registration Statement, each prospectus included therein or filed with the Commission, and each amendment or supplement thereto; and, subject to the execution of confidentiality agreements in a form or forms reasonably satisfactory to FTNC, make available for inspection by such persons such financial and other information, books and records of FTNC, and cause the officers, directors and employees of FTNC, and counsel and independent certified public accountants of FTNC, to respond to such inquiries, as shall be reasonably necessary, in the opinion of counsel to the Selling Shareholders and any such underwriters, to conduct a reasonable investigation within the meaning of the Securities Act; (d) promptly notify the Selling Shareholders and the managing underwriters, if any, of the securities being sold and (if requested by any such person) confirm such advice in writing, (i) when the Registration Statement, the prospectus or any prospectus supplement or post-effective amendment has been filed, and, with respect to the Registration Statement or any post-effective amendment, when the same has become effective, (ii) of any request by the Commission for amendments or supplements to the Registration Statement or the - 4 - 5 prospectus or for additional or supplemental information, (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose, (iv) of the receipt by FTNC of any notification with respect to the suspension of the qualification of the Stock sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, or (v) at any time when a prospectus is required to be delivered under the Securities Act, of (A) the happening of any event as a result of which such Registration Statement, prospectus, any prospectus supplement, or any document incorporated by reference in any of the foregoing contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, in the light of the circumstances under which they are made and FTNC shall promptly prepare a supplement or amendment to such prospectus or Registration Statement so that such prospectus will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (B) that FTNC is in possession of material information that it deems advisable not to disclose in a registration statement; (C) that FTNC has determined to proceed with a public offering of its securities and, in the judgment of the managing underwriter thereof or of FTNC (if such offering is not underwritten), such Offering would have a materially adverse effect on the FTNC offering; or (D) that FTNC is engaged in any program for the purchase of shares of FTNC Common Stock, unless such repurchase program and the proposed Offering may proceed concurrently pursuant to an exemption under Rule 10b-6 promulgated under the Exchange Act; (e) promptly notify the Selling Shareholders of, and make reasonable efforts to obtain the withdrawal at the earliest possible date of, any order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto; (f) if requested by any Selling Shareholder, promptly incorporate in a prospectus supplement or post-effective amendment such information as such Selling Shareholder or such managing underwriter or underwriters specify should be included therein relating to the Offering, including, without limitation, information with respect to the number of shares of Stock being sold to such underwriters, the purchase price being paid therefor by such underwriters and with respect to any other terms of the underwritten (or best efforts underwritten) offering of the Stock to be sold in such Offering, except to the extent that FTNC is advised in a written opinion of counsel that the inclusion of such information is reasonably likely to violate applicable securities laws; and make all required filings of such prospectus supplement or post-effective amendment promptly after notification of the matters to be incorporated in such prospectus supplement or post-effective amendment; (g) furnish to each Selling Shareholder and each underwriter, if any, of the securities being sold such number of copies of the Registration Statement, each such amendment and supplement thereto (in each case including all exhibits thereto), the prospectus included in the Registration Statement and such other documents as any Selling Shareholder and such - 5 - 6 underwriter, if any, may reasonably request in order to facilitate the disposition of the Stock being offered; FTNC consents to the use of the prospectus or any amendment or supplement thereto by each Selling Shareholder, and the underwriters, if any in connection with the Offering solely covered by such prospectus or any supplement or amendment thereto; (h) use its best efforts to (i) register or qualify the Stock and the Offering under such other securities laws or Blue Sky laws of such jurisdictions as any Selling Shareholder shall reasonably request, (ii) take any and all such actions as may be reasonably necessary or advisable to enable any Selling Shareholder and each underwriter, if any, of Stock being sold to consummate such Offering in such jurisdictions of such Stock; provided, however, that FTNC shall not be required for any such purpose to (A) qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not otherwise be required to qualify but for the requirements of this Section 4(h) or (B) consent to general service of process in any such jurisdiction; (i) use its best efforts to cause all of the Stock to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of FTNC to allow consummation of the Offering; (j) cause all such shares of Stock to be listed on each securities exchange on which similar securities issued by FTNC are then listed; and (k) cooperate with each Selling Shareholder and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Stock to be sold in the Offering. FTNC may require any Selling Shareholder and any underwriter to furnish to FTNC such information regarding such Selling Shareholder and the distribution of Stock as FTNC may from time to time reasonably request in order to comply with the Securities Act. Each Shareholder, on behalf of itself, its Affiliates and any underwriter, agrees to notify FTNC as promptly as practicable of any inaccuracy or change in information previously furnished by them to FTNC or of the happening of any event in either case as a result of which any prospectus contains an untrue statement of a material fact regarding any Shareholder or the distribution of such Stock or omits to state any material fact regarding any Shareholder or the distribution of such Stock required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading, and to furnish promptly to FTNC any additional information required to correct or update any previously furnished information or required so that such prospectus shall not contain, with respect to such person or the distribution of such Stock, an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing. - 6 - 7 5. Expenses. All expenses incident to FTNC's performance of or compliance with this Agreement will be borne by FTNC, including, without limitation: all Commission and any National Association of Securities Dealers, Inc. registration and filing fees and expenses; fees and expenses of compliance with securities and Blue Sky laws (including reasonable fees and disbursements of counsel for the underwriters, if any, in connection with Blue Sky qualifications of the Stock and the preparation of legal investment surveys, if any) and listing on any national securities exchange or exchanges on which listing may be sought, document and security certificate preparation and printing expenses, messenger and delivery expenses; fees and expenses of any transfer agent; internal expenses (including, without limitation, all salaries and expenses of FTNC's officers and employees performing legal or accounting duties); fees and disbursements of counsel and independent certified public accountants of FTNC collectively, the "expenses"). Notwithstanding the foregoing, the Selling Shareholders shall pay all underwriting discounts and commissions attributable to the sale of Stock and the fees and disbursements of any counsel or other advisors or experts retained by any Selling Shareholder or any underwriters; provided, that in the case of any underwritten offering, the underwriters shall be represented by a firm of counsel reasonably acceptable to FTNC. 6. Indemnification. (a) Indemnification by FTNC. FTNC shall, and it hereby agrees to, indemnify and hold harmless each Selling Shareholder and each of their directors and officers, and each other person, if any, which controls any such person within the meaning of the Securities Act, from and against any and all losses, claims, damages or liabilities, joint or several, and expenses (including any amounts paid in any settlement effected (including legal fees) with the consent of FTNC) to which such Selling Shareholder, such director, officer or controlling person thereof, may become subject under the Securities Act, the common law or otherwise insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) or expenses arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any preliminary, final or summary prospectus contained therein, or any amendment or supplement thereto, or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein not misleading, and FTNC shall reimburse each Selling Shareholder, such director, officer or controlling person thereof; for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding; provided, however, that FTNC shall not be liable to any such person in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding, whether commenced or threatened, in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such Registration Statement, or preliminary, final or summary prospectus, or amendment or supplement, in reliance upon and in conformity with written information furnished to FTNC by any of such persons; and provided, further, that FTNC shall not be liable to any - 7 - 8 such person under the indemnity agreement in this Section 6(a) with respect to any preliminary prospectus to the extent that any such loss, claim, damage or liability of such person results from the fact that shares of Stock were sold to a person to whom there was not sent or given, at or prior to the written confirmation of such sale, a copy of the prospectus (excluding documents incorporated by reference) or of the prospectus as then amended or supplemented (excluding documents incorporated by reference) if FTNC has previously furnished copies thereof to such Selling Shareholder or such underwriter in compliance with Section 4(g) of this Agreement. (b) Indemnification by Selling Shareholders. Each Selling Shareholder shall, and each Selling Shareholder hereby agrees to and each Selling Shareholder, by acting in such capacity shall be deemed to agree to, hold harmless FTNC, each director, officer of FTNC and each other person, if any, who controls FTNC within the meaning of the Securities Act, from and against any and all losses, claims, damages or liabilities, joint or several, and expenses including fees of counsel and any amounts paid in settlement effected with the consent of such holder) to which FTNC, such director or officer or controlling person may become subject under the Securities Act, the common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) or expenses arise out of or (i) are based upon any untrue statement or alleged untrue statement of any material fact in or omission or alleged omission to state a material fact required to be stated in the Registration Statement, or any preliminary, final or summary prospectus contained therein, or any amendment or supplement thereto, or necessary to make the statements therein not misleading, to the extent, but only to the extent, such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to FTNC by any Selling Shareholder or such underwriter or (ii) results from the fact that shares of Stock were sold to a person to whom there was not sent or given, at or prior to the written confirmation of such sale, a copy of the prospectus (excluding documents incorporated by reference) or of the prospectus as then amended or supplemented (excluding documents incorporated by reference) if FTNC has previously furnished copies thereof to such Selling Shareholder or such underwriter in compliance with Section 4(g) of this Agreement. (c) Notices of Claims. Promptly after receipt by an indemnified party hereunder of written notice of the commencement of any action or proceeding with respect to which a claim for indemnification may be made pursuant to this Section 6, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action; provided, however, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of any obligations under Section 6(a) or 6(b) hereof. In case any such action is brought against an indemnified party, the indemnifying party shall be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may wish, with counsel reasonably satisfactory to such - 8 - 9 indemnified party, and after such notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation unless the indemnifying party has failed to assume the defense of such claim and to employ counsel reasonably satisfactory to such indemnified person. No indemnifying party shall consent to entry of any judgment or enter into any settlement with respect to a claim without the consent of the indemnified party, which consent shall not be unreasonably withheld, or unless such judgment or settlement includes as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect of such claim for all persons that may be entitled to or obligated to provide indemnification or contribution under this Section 6. No indemnified party shall consent to entry of any judgment or enter into any settlement of any action the defense of which has been assumed by an indemnifying party without the consent of such indemnifying party, which consent shall not be unreasonably withheld. (d) Contribution. If for any reason the indemnification provided for in Section 6(a) or Section 6(b) is unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities or expenses specifically covered by the indemnification provisions set forth in Section 6(a) or Section 6(b), then the indemnifying party shall contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such indemnifying party or indemnified party, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such action. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 6(d) were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the first sentence of this paragraph. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. (e) In the case of any underwritten offering, FTNC agrees, and each Selling Shareholder agrees, respectively, to provide customary indemnification and contribution to any person who participates as an underwriter, broker or dealer, and each affiliate officer, director or partner of such underwriter, broker or dealer, and each other person, if any, which controls any such underwriter, broker or dealer within the meaning of the Securities Act, in the offering of sale of Stock. - 9 - 10 7. Underwritten Offering. (a) Selection of Underwriters or Agents. If any of the Stock covered by the Registration Statement pursuant to Section 2 of this Agreement is to be sold or is required to be sold pursuant to an underwritten Offering, the managing underwriter or underwriters or agents thereof shall be designated by the Selling Shareholders selling under the Registration Statement, provided that such designated managing underwriter or underwriters or agents is or are reasonably acceptable to FTNC. (b) Underwriting Agreement. The Registration Statement shall include, as an exhibit thereto, a form of underwriting agreement, containing representations, warranties, covenants and conditions in form and substance customary for secondary distributions of the type contemplated hereby. In the case of any underwritten Offering, FTNC, Selling Shareholders and the managing underwriter or underwriters shall become parties to an agreement or agreements substantially in the form of such underwriting agreement. 8. Maximum Number of Offerings. (a) The Shareholders shall be entitled to no more than two (2) Offerings. (b) If a Blackout Notice is given before (i) all the Stock subject to the Offering has been sold during the Offering Period, and (ii) twenty-three (23) days of the subject Offering Period have expired, the discontinued Offering shall not be deemed to be an Offering for purposes of this Agreement. 9. Confidentiality. All information furnished by FTNC to the Selling Shareholders regarding a Blackout Period, including the Blackout Notice, shall be kept confidential and the Selling Shareholders shall cause such information to be kept confidential. 10. Miscellaneous. (a) Notices. All notices, requests, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered by hand, if delivered personally, by courier or by telecopy, or three days after being deposited in the mail (registered or certified mail, postage prepaid, return receipt requested) as follows: if to FTNC: Harry A. Johnson, III Executive Vice President and General Counsel First Tennessee National Corporation 165 Madison Avenue Memphis, TN 38103 - 10 - 11 Copy to: Baker Donelson, Bearman, & Caldwell 2000 First Tennessee Building 165 Madison Avenue Memphis, TN 38103 Attention: Charles T. Tuggle, Jr. if to Shareholders: (i) L. Gregory Brown 612 West 47th Street Kansas City, Missouri 64112 Attention: L. Gregory Brown Telecopier: (816) 756-3248 (ii) J.D. Zimmerman, Esq. 5819 Nieman Road Shawnee, Kansas Attention: J.D. Zimmerman, Esq. Telecopier: (816) 268-8877 Copy to: Youngblood & Owens, LC 600 N. Pearl, Suite 600 Dallas, TX 75201 Attention: Diane S. Owens Telecopier: (214) 969-5701 (b) Parties in Interest. All the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and any underwriters acting hereunder in connection with an underwritten Offering, and their respective successors. (c) Governing Law. This agreement shall be governed by, and construed and interpreted in accordance with, the laws of the state of Tennessee, without giving effect to conflict of laws principles. (d) Headings. The descriptive headings of the several Sections and paragraphs of this Agreement are for convenience of reference only, and do not constitute a part of and shall not be deemed to limit or affect in any way any of the provisions of this Agreement. (e) Entire Agreement; Amendments. This Agreement and other writings referred to herein or delivered pursuant hereto which form a part hereof contain the entire understanding of the parties with respect to its subject matter. This Agreement supersedes all prior agreements and understandings between the parties with respect to its subject matter. This Agreement may be amended and the observance of any term of this - 11 - 12 Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument duly executed by FTNC and Shareholders. (f) Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties hereto have executed or caused this instrument to be duly executed by their duly authorized officers as of the date first written above. FIRST TENNESSEE NATIONAL CORPORATION By: /s/ ELBERT L. THOMAS JR. Title: Senior Vice President SELLERS: Brown Family Limited Partnership Number One By: /s/ MOLLY S. BROWN Its: General Partner Brown Family Limited Partnership Number Two By: /s/ MOLLY S. BROWN Its: General Partner Brown Family Limited Partnership Number Three By: /s/ MOLLY S. BROWN Its: General Partner - 12 - 13 Brown Family Limited Partnership Number Four By: /s/ MOLLY S. BROWN Its: General Partner Brown Family Limited Partnership Number Five By: /s/ MOLLY S. BROWN Its: General Partner Brown Family Limited Partnership Number Six By: /s/ MOLLY S. BROWN Its: General Partner Brown Family Limited Partnership Number Seven By: /s/ MOLLY S. BROWN Its: General Partner Brown Family Limited Partnership Number Eight By: /s/ MOLLY S. BROWN Its: General Partner - 13 - -----END PRIVACY-ENHANCED MESSAGE-----